The Avengers of Harmony
by Maethorelen
Summary: Two wielders of chaos threaten both the worlds of Earth and Equestria. Now, the mightiest heroes of both realms must come together to fight these enemies. "Because if we can't protect harmony, you can be darn well sure we'll avenge it." Cover art credit goes to Alienfirst on Deviantart.
1. Prologue: Chaos Unleashed

**Hey, everybody! This is a challenge I accepted from the Avengers forum "Challenge and Story Ideas." I hope you enjoy!**

**The prologue occurs right at the end of "A Canterlot Wedding." The rest of the story takes place after The Avengers movie and season two of My Little Pony: Friendship is Magic.**

**Disclaimer: I own nothing save the plot.**

Avengers of Harmony

The Canterlot sculpture garden was quiet, almost oblivious to the chaos caused by the Changelings just outside of its boundaries. All was still, except for the large statue of a draconequus in the very center of the courtyard. A small crack ran up the side of the statue, slowly worming its way from head to toe. Slowly, more breaks appeared, forming a great web covering the sculpture.

Then, an almighty blast of magic issued from inside of the castle's walls, sending the Changelings flying far into the mountains beyond. The earth shook violently, and the pieces of the draconequus statue clattered to the ground, revealing the very real creature underneath.

Discord yawned. "Oh, it's good to be free again," he chuckled. "Chaos shall rule once again!" Several ideas of plunging all of Equestria in endless disorder sped through his mind, before he suddenly remembered a certain obstacle in his way.

"Oh, but what about those ponies and the Elements?" Discord wondered aloud. "If I want to rule all of Equestria, I will need something else to defeat them. Something else…or someone else…" A misshapen smile lit up Discord's face. "I believe it's time to pay my dear friend Loki a visit…" Discord snapped his fingers, and in a flash of green light, he was gone.

**So, what do you think? Should I keep going?**

**Please review!**


	2. The Iron Mare Suit

**WOW! So many reviews! I'm glad so many people like it.**

**Anyways, here's a little bit more information on the story:**

**The characters from the Avengers will appear, but later in the story. Each Avenger has a pony counterpart who is part of the main 6 characters. For example, one pony will use a shield like Captain America.**

**So here is the first official chapter of The Avengers of Harmony!**

Twilight Sparkle walked down the streets of Ponyville. The pegasi had cleared the skies to create a beautiful sunny day. The ponies around her were happily chatting, shopping, or playing around. It was yet another peaceful day-

_BOOM!_

With a sudden explosion, a rocket fell from the sky, landing directly in front of Twilight. "What in Equestria…"

"Awesome, it worked!" a voice cheered from above. Twilight looked up to see a familiar cyan colored pegasus sitting in the clouds.

"Rainbow!" Twilight called up to the pegasus, wiping soot from her face.

"Oh, heheh, sorry about that, Twi," Rainbow apologized. "Chili Pepper and I were just testing out some of our newest rockets."

Twilight cocked her head in confusion. "Rockets?"

"Yep," a bright orange pegasus stallion beside Rainbow replied. "Dash and I formed a rocket company: Spark Industries."

"I wanted to name it Dash Industries, but Pepper here wouldn't have it," Rainbow sulked. "Anyways, the company's doing an amazing job. We already have an order for a dozen rockets from Pinkie Pie!"

"Wow," Twilight commented. "That's great, you two."

"You bet!" Rainbow exclaimed. The pegasus mare paused for a moment, before flying down to the lavender unicorn. "You know, there is a secret project I've been working on," Dash continued in a quieter tone. "But I need your magic to make it work." Rainbow Dash then leaned closer to Twilight, whispering something in her ear.

"Sure, Dash, I'll be happy to help," Twilight replied after hearing the pegasus's request.

"Great!" Dash stated enthusiastically. "Let me just get a couple more supplies, then I'll meet you back at the library."

Rainbow Dash leapt into the sky, soaring above the clouds. Finally, she found the one pink earth pony she was looking for.

Pinkie Pie stood in the meadow with Fluttershy, a bow in her pink hooves and a quiver full of plunger-tipped arrows on her back. In a swift move, the bright pink mare drew an arrow and sent it flying right into the center of the bullseye on the other side of the field.

"Oh, great shot, Pinkie," Fluttershy commented quietly.

"Thanks," Pinkie giggled. "I've been practicing."

Dash swooped down from the skies and landed in front of the two mares. "Hey, Pinkie," Dash began. "I was wondering if you had-"

"Here you go, Dashie!" Pinkie Pie grinned, thrusting exactly what Rainbow needed into the pegasus's hooves – dark blue metal paint.

"Um…thanks Pinkie," Rainbow replied, extremely surprised at her pink friend's quick response.

"You're welcome!" Pinkie Pie exclaimed, happily firing more arrows at the target.

_Alright, just one more thing_, Rainbow Dash told herself before soaring off to Carousel Boutique.

The cyan pegasus landed gracefully in front of the large, frilly pastel blue and pink building and rapped on the door with her hoof. "Rarity!"

The door glowed with blue magic before swinging open. "Oh, Rainbow Dash, darling," the white unicorn behind the door greeted. "Is there anything I can help you with?"

"Actually, yes," Rainbow replied. "I was wondering if you had a big gem I could use."

Rarity paused for a moment. "Ah, yes! I have one that you'll absolutely love!" The alabaster unicorn dashed over to a large red velvet chest in the back of the room, her horn aglow. "Ah hah!" she exclaimed. "Here it is!" Using her magic, Rarity pulled out a light blue gemstone carved in the shape of a lightning bolt.

"That's perfect!" Rainbow smiled, taking the stone. "Thanks, Rarity!"

"You are most welcome," the unicorn replied.

Rainbow took to the skies once more. "Oh, this is going to be so awesome!" she squealed to herself.

~o*o*o*o~

Rainbow Dash arrived at the library a few hours later, nearly busting down the door in her excitement. "Twilight!" she called, heaving the burlap sack she had brought into the main room.

"Right here, Rainbow," the purple unicorn replied. Twilight gazed at the sack, which was making strange clunking noises. "So, is this it?"

"Yep," Rainbow Dash answered. "Do you think you can do it?"

"Well, I'll try my best." Twilight bent over, a flurry of red magic beginning to whirl around her horn. A beam of white light shot out from the lavender unicorn's horn, striking the object in the bag and causing it to glow.

A few moments later, Twilight collapsed on the ground, panting. "I think it worked."

Rainbow hurriedly walked over to the sack, dragging out a suit of metal armor. It was a full body suit, painted blue with underlying parts of silver. A pair of metal wings protruded from the back, and in the center of the chest piece rested the lighting-shaped blue stone, glowing with energy.

The cyan pegasus cautiously reached out to touch to suit. The suit made a strange shifting and clicking noise, beginning to cover its maker. The armor was light, yet sturdy. Rainbow's real wings fit comfortably inside the metal ones. The energy blasters Rainbow had placed at the bottom of her two front hooves felt warm with energy. Finally, the mask clicked into place, having only glowing blue slits for eyes.

"Aw, yeah!" Rainbow cheered, her voice slightly robotic. "The Iron Mare suit is ready for action! Let's test this baby out!"

The Iron Mare soared out of the library, flying high into the clouds. With extreme speed, Rainbow sped through the clouds, feeling the sound barrier pushing against her. Energy began to crackle around her form, and then…

_BOOM!_

With a flash of color, a sonic rainboom erupted across the sky. Rainbow quickly changed direction, shooting upwards. She raised her hoof in front of her, feeling the energy build up before firing a bolt into a nearby cloud. "Wow, this suit is more awesomer than I dreamed!" she exclaimed. All the ponies in town were so caught up in the sight of the metal pegasus soaring over Ponyville that they failed to notice the strange black portal opening in the sky above them.

**So, did any of you catch the parallels between Tony Stark and Rainbow Dash? There are three that I put in there, excluding their self-obsessed attitudes.**

**Anyways, hope you enjoyed!**


	3. The Battles of Heroes

**So, hi everybody! I am so surprised that so many of you are following this story!**

**Anyways, so this chapter will contain both My Little Pony and Avengers characters. Hope you like it!**

**Also, I will not be writing out Applejack's southern accent in my story. My brain absolutely won't let me write that way without making me fix it. Sorry, everybody. Applejack's vocabulary will contain some southern words, however.**

**Enough with my rambling. Onto the chapter!**

Rainbow Dash zoomed above the crowds of Ponyville in the Iron Mare suit, thoroughly enjoying the sounds of the cheers coming from below. Suddenly, something collided violently with her, sending the pegasus tumbling through the air. The information screens inside her helmet momentarily flashed red as Rainbow regained her balance. "What the hay…"

Although hidden by her helmet, Rainbow's eyes widened at the sight before her. Three tall, two-legged, alien creatures rushed towards her, riding upon what looked like a flying scooter. Without much thought, Rainbow Dash raised her hind legs and kicked the scooter, sending it and its passengers flying into…the army of alien creatures behind them.

Some of the creatures raised tall, spear-like weapons, shooting blue energy bolts at the armored pegasus. "Oh, so you want to do this?" Rainbow asked tauntingly. "Then let's do this!" Putting the thrusters on the back of her suit to full power, Rainbow Dash charged into the army, firing her own energy bolts at the aliens.

But there were too many for just one pegasus to handle. More poured out of the dark hole in the sky, landing on the streets of Ponyville. Several raised their spears and shot at the panicking ponies.

"What in tarnations are these things?" Applejack cried as she kicked a few of the aliens coming near her.

"They're Chitauri!" Twilight shouted, shooting off some magic bolts.

"Chit-a-what-now?"

"Chitauri!" Twilight repeated. "Bipedal warrior-type aliens that were created for the sole purpose of destruction! I read about them at the Canterlot library!"

Rarity burst out of her shop to see the mass destruction. "My, whatever is happening out here?"

"Oh, heya Rarity," Applejack greeted, bucking a few more Chitauri. "These here Chitauri are attacking Ponyville, and-"

Applejack was cut off in mid-sentence as the alabaster unicorn sprang from the doorstep and onto a Chitauri, kicking it squarely in the chest. "Wow, Rarity," Applejack complemented. "I didn't know you had it in you!"

"Always the element of surprise, darling," Rarity replied, nimbly flipping over a few fallen bodies to attack some more of the oncoming Chitauri.

Applejack chuckled, but her face abruptly turned grim. "Rarity, watch out!" Hastily, the orange earth pony seized an abandoned trash can lid and threw it towards the Chitauri behind Rarity. She swiftly leapt over the wreckage to the fallen trash can lid, hefting high to deflect an oncoming blast.

Twilight Sparkle also had her fair share of alien attackers to deal with. The lavender unicorn screwed up her face in concentration, and her horn began to glow with a brilliant white light. With a thunderous roar, lightning erupted from Twilight's horn, decimating the army of Chitauri surrounding her.

Meanwhile, Pinkie Pie was bouncing all over the city, firing her plunger-arrows at the Chitauri. "Take that you big meanies!" she shouted, shooting an arrow straight into an oncoming attacker's face. The pink earth pony bounded over to where Twilight, Applejack, and Rarity were fighting, happily joining the fray. "Hey, has anyone seen Fluttershy?" she asked.

"I'm over here," a small voice whispered, hardly audible above the din of battle. The butter-colored pegasus pony cowered behind a fruit cart that had miraculously been left untouched.

"Fluttershy!" Twilight yelled, rushing over to the pegasus. "You need to get out of here!"

Suddenly, an energy bolt hit Applejack directly in the chest, and the orange earth pony sprawled onto the ground. "Applejack!" Twilight cried.

Fluttershy stared in horror at Applejack, her friend, lying on the ground, a burn mark on the earth pony's chest. "How dare you," Fluttershy stated, her voice growing steadily louder as she turned to face the Chitauri army. "HOW DARE YOU!" With surprising speed and ferocity, Fluttershy charged headlong into the army of aliens, bowling quite a few of them over. The pegasus hardly thought about what she was doing; she just blindly attacked those who had dared to hurt her friends.

Twilight rushed over to where Applejack lay. "Applejack, are you okay?"

"I'm fine, Twilight," Applejack replied, struggling to her hooves. "Just a little burnt and bruised, that's all."

The unicorn nodded, her face still creased in worry over her friend. Twilight then spotted the trash can lid Applejack had been wielding a few feet away. She swiftly galloped to it, placing her horn upon it. The lid began to glow with a strange magenta fire, and slowly it began to change. The flimsy aluminum became a durable metal – vibranium, Twilight recalled. The dingy gray color of the lid changed to a flaming crimson, the green silhouette of an apple emblazoned upon it.

"Here, AJ," Twilight panted once her spell was completed.

"Wow, Twi," Applejack commented, taking the new shield. "Thanks! When did you learn to do that, sugar cube?"

"A simple transformation spell," the unicorn replied. "Just…upgraded."

Suddenly, Rainbow Dash's voice called out from above them. "Hey, guys, I'm bringing the party to you!"

The Iron Mare suit streaked across the sky, followed by a humongous, metallic, serpentine creature, a Leviathan, its fiery red eyes glowing with malice. "Um, Rainbow, darling," Rarity stated, "I don't see how that's a party."

Without so much as a warning, Fluttershy leapt onto the head of the large beast and Stared directly into its glowing eyes. The Leviathan quailed beneath the Stare, crashing into the ground.

But more were coming. Numerous Chitauri poured through the portal in the sky. The ponies bravely fought them off, but the six of them could not hold of the attacks for long.

Suddenly, Rarity perked up. "I-de-a!" she sang, turning to the Iron Mare. "Dash, darling, would you give me a lift?" she asked. "I have a plan."

"You got it," Rainbow replied, letting Rarity jump onto her back before soaring up towards the portal. Concentrating, Rarity lowered her horn, blue light beginning to swirl around it. A bolt of the azure magic shot out of her horn, striking the portal. The black hole in the sky began to glow blue, and slowly but surely, the portal grew smaller and smaller until it finally disappeared.

On the ground, Applejack, Twilight, Pinkie Pie, and Fluttershy continued to fight the remaining Chitauri. Then, as the portal closed, the aliens began to shudder, all falling to the ground, motionless.

"Well, I'm sure glad that's over," Applejack panted, collapsing beside her friends.

"Yeah," Fluttershy agreed in her normal, quiet tone of voice. Rainbow Dash landed beside Twilight, the Iron Mare suit folding away neatly into an inconspicuous vest. "What were these things doing here anyway?" the blue pegasus asked.

"I don't know, Rainbow Dash," Twilight responded. "The Chitauri are only supposed to be an old mare's tale!"

Meanwhile, Pinkie Pie was bouncing merrily in a circle. "We won! We won!" she sang. The pink pony abruptly stopped her hopping. "Hey, you know what this calls for? A PARTY!" Pinkie began leaping away to Sugarcube Corner, mumbling about all the supplies she would need.

"TWILIGHT! TWILIGHT!"

Said unicorn whirled around to see Spike sprinting towards her, a scroll in his hands. "What is it, Spike?" she asked.

"Urgent…message… from… Princess…" the dragon panted, collapsing in front of Twilight.

"An urgent message?" Twilight wondered aloud. Using her magic, Twilight levitated the scroll up and began to read.

"_Dear Twilight,_

_ You and your friends must come to Canterlot as soon as possible! This is of utmost importance. Discord has been freed, and-_"

Everypony, save for Twilight, gasped. "WHAT?"

"But how in tarnations?" Applejack wondered incredulously.

"That shouldn't be possible!" Rarity exclaimed.

"I know, girls, just let me finish the letter," Twilight stated, her eyes wide with shock. "I don't think that is the worst part." Fluttershy, Rarity, Rainbow Dash, Pinkie Pie, and Applejack nodded. Twilight cleared her throat and continued to read.

"_Discord has been freed, and he has teamed up with another wielder of chaos from another realm. I fear for what the two of them have planned, and I am afraid to say that it is not only Equestria that is in danger. _

_ Director Nick Fury of Strategic Homeland Intervention, Enforcement and Logistics Division (S.H.I.E.L.D. for short) is here with me. He understands the situation better than I and shall explain it to you upon arrival._

_Sincerely,_

_Princess Celestia._"

"Pinkie Pie, your party will have to wait," Twilight instructed. "We need to get to Canterlot, and fast!"

~o*o*o*o~

Tony Stark as Iron Man soared in between the skyscrapers, dodging the energy bolts of his pursuers. The Chitauri had decided to make an unexpected appearance today, and no one knew where they were coming from. All Tony knew was that the Avengers were needed.

Iron Man landed in the middle of the city, where his fellow Avengers were gathered. Bruce had hulked up and was now bashing the heads of two Chitauri together. Natasha fired bullet after bullet at the aliens, sometimes performing swift close combat moves when the enemy got too close. Hawkeye shot his specialized arrows at the Chitauri, causing some to explode violently. Captain America and Thor were fighting side by side, fending off attackers with hammer and shield.

"Is it just me, or does there seem to be less that last time?" Clint asked, firing another arrow straight into a Chitauri's head.

"You know, now that I look at it, yes," Tony replied, taking off to survey the surroundings. The crowd of Chitauri was significantly less than their last battle, and he couldn't help but wonder why.

Suddenly, rain began to pour down from the sky. Tony ignored it at first, but when his boosters began to become a bit shaky, he began to worry. "JARVIS?" he called.

"Yes, sir?" his robotic butler replied.

"Can you get an analysis of this rain?" Tony asked, landing beside Hawkeye.

After a few moments, JARVIS replied. "It seems to be chocolate milk, sir."

"Chocolate milk?" Tony exclaimed.

Clint quirked an eyebrow at Iron Man's exclamation before sticking out his tongue in the rain. "Yep," he confirmed. "That's definitely chocolate milk. Pretty good chocolate milk if I do say so myself."

Thor suddenly gestured up to the sky. "What are those clouds?" he pondered.

"They're pink…" Cap trailed off, an idea forming in his head. "No, it can't be…"

"Captain, it's raining chocolate milk," Natasha stated. "I'm pretty sure those clouds can be anything right about now."

The god of thunder twirled his hammer in his hand a few times before thrusting it into the air. Lightning arced from Mjolnir, the electric bolts careering into the pink clouds and turning them into ash.

"My, my," a voice stated from behind the Avengers. "That was quite the impressive trick there, brother."

The six whirled around to see a familiar enemy standing before them, dressed in his dark green and gold Asgardian armor.

"Loki," Thor growled.

Natasha shook her head. "This doesn't make any sense."

"Make sense?" a new voice chuckled. "Oh, my dear Black Widow, what fun is there in making sense?"

A strange creature sauntered towards the Avengers. It was a colorful beast, composed of many different parts of animals. "Who are you?" a very confused Clint asked.

"Ah, yes, Clint Barton, otherwise known as Hawkeye," the beast grinned. "Well, that is a very interesting question indeed…"

"You are a draconequus," Thor suddenly remarked.

"Excellent observation, Thor Odinson!" the creature laughed. "But for further introductions, I am Discord, Spirit of Disharmony and Chaos."

"So, you know all of our names," Tony stated. "Well, that is very impressive, but it will take a lot more-"

"Oh, I know much more than your names, Mr. Stark," Discord smirked, "But now, if you'll excuse us, we have chaos to spread." Discord snapped his talon-like fingers, and in a flash of green light, he, Loki, the Chitauri, and the pink chocolate milk rainclouds disappeared.

"What do you think he's planning?" Steve asked.

Tony lifted the faceplate of his helmet off. "I don't know Cap, but whatever it is-" Tony was cut off by a voice in his earpiece.

"Mr. Stark," the voice stated. "You and the other Avengers are needed on the Helicarrier immediately."

"Alright, alright, fine, we'll be there," Tony responded, turning to face the Avengers. "Guys, we're need to get to the Helicarrier, stat." Thor nodded, grabbing Captain America's hand and taking to the sky. Both Clint and Natasha grabbed onto the Iron Man suit.

"Oh, and Bruce?" Tony called to the Hulk before taking off. "You may want to find a change of clothes." The Hulk growled at Tony before bounding off. Tony smirked before pulling his faceplate down and soaring away into the thankfully chocolate-rain-free sky.

~o*o*o*o~

Director Nick Fury stared out of one of the stained glass windows of Canterlot Palace. Celestia came up beside him, having just sent the letter to Twilight and her friends. "Do you think it will work?" the princess asked.

"It has to," Nick replied, turning to face the alicorn. "It has been quite some time since I last saw you, Celestia."

Celestia smiled. "Indeed. You helped us defeat Discord once, Nick, and now you must help defeat him again."

"But this time, Discord is not alone," Nick stated. "A new age of heroes is rising, and they are our only hope."

**So, anyone want to guess which ponies represent which Avengers?**

**Hope you guys enjoyed the chapter! Please review!**


	4. Mission Briefing

**Hi again! I'm glad so many people like this story!**

**Anyways, I just want to say, Half-Angel-Writer, I'm glad you think this story is awesome. Feel free to use CAPS lock as much as you want. Oh, and I'll that name into consideration…**

**So here you guys go, chapter 3!**

The doors of the great hall burst open as six ponies hurried inside. "Princess Celestia!" Twilight called, rushing up to her mentor. "We came as fast as we could. What is happening out there? Does this have to do with the Chitauri! I thought there were just-"

Celestia held up her hoof to stem the flow of questions. "Like I have mentioned in the letter, Discord has escaped, and he has partnered with another wielder of chaos by the name of Loki." The princess sighed. "I have never dealt with Loki before, but I know he will be a more challenging, more ruthless foe."

"Wait," Rainbow Dash interrupted. "This Loki guy sounds a whole lot like Discord. What makes him so much worse?"

"Loki is basically a god," a voice replied from the corner. A tall, two-legged figure stepped out from the shadows. But he was not like the Chitauri. His skin was dark brown instead of gray, and he wore a long black coat and an eyepatch over one eye.

"My little ponies, this is Director Nick Fury of S.H.I.E.L.D., a human, if I must add," Celestia introduced. "He has dealt with both Discord and Loki in the past."

Nick nodded his head. "Loki is no ordinary wielder of chaos," he stated. "He is much more powerful and vicious than Discord. In the past, Loki has killed eighty people in two days."

This caused all of the ponies' eyes to widen. Discord had made ponies run up walls and sneeze over buildings, but he had never killed any of them, let alone eighty.

"Now, Loki and Discord do not pose a threat to just Equestria," Celestia continued. "Twilight, do you remember learning about the Yggdrasil?"

"The World Tree?" Twilight asked. Celestia nodded her head. "But that is just an old mare's tale!" the purple unicorn exclaimed.

"I am afraid it is not," Celestia responded. "The World Tree has linked together the Nine Realms since the beginning of time. Equestria is just one of those realms. Nick here comes from Midgard, or Earth, the realm of humankind. Loki, however, originates from both Asgard and Jotunheim, two realms of beings with immense power."

"And Loki is not afraid to use this power," Nick continued. "He nearly destroyed a city once, and he will not object to doing it again. And with Discord and the Chitauri on his side, my world, Earth, doesn't stand a chance."

"That is where you come in," Celestia stated. "You six must travel with Nick to Earth and defeat Loki and Discord once and for all."

The six ponies huddled together for a moment. "I don't know 'bout y'all, but I'm not too comfortable with the whole 'traveling between worlds' thing," Applejack whispered.

"I'm not too sure of it either, Applejack, but Princess Celestia and Mr. Fury are counting on us to help," Twilight replied.

"And besides," Pinkie Pie added. "It'll be fun!"

Twilight turned to face Nick and the princess. "Princess Celesia, Nick Fury, it would be an honor for us to wield the Elements of Harmony once more and stop Discord and Loki."

"Ah, but there lies a problem," Nick remarked. "The Elements of Harmony are powerless on Earth. You six must defeat Discord and Loki using other ways."

"Other ways?" Applejack wondered. "What in tarnations do you mean by 'other ways'?"

"A couple of months ago, Loki and the Chitauri attacked Earth," Nick explained. "A group of heroes were formed to stop them. They had no Elements of Harmony or anything like that. Yet, despite all odds, they won and saved Earth." The human sighed. "I still believe in heroes, and from what Celestia has told me about you six, I believe that you are up for the task."

"Oh, well, thank you, sir," Rarity blushed, flattered.

"And know this," Celestia added. "You will not be alone. This group of heroes Nick mentioned will be your allies during this mission."

"Applejack, I would recommend you keeping that shield with you," Nick advised. "And Rainbow Dash, keep that vest on at all times. You never know when that suit of yours will come in handy."

Rainbow gaped at the man. "But…how…my suit…"

Celestia smirked and winked at the blue pegasus. "I may have told Nick everything I know about you six," she smiled. The princess then lowered her horn, and a golden light began to swirl around it. The light grew in size until it became a large, shining portal. "I wish you all the best of luck."

Nick stepped through the portal, disappearing in a flash of gold. "Well, girls, are you ready?" Twilight asked, gazing at her friends.

"Yep!" Pinkie grinned, giving the unicorn a salute.

"I'm as ready as I'll ever be," Applejack stated, adjusting her shield on her back.

Fluttershy shrank back a bit. "Well…um…yes."

Rarity sighed. "Well, I suppose I'll have to do without my accessories."

"Let's go kick some Discord tail!" Rainbow Dash cheered.

Twilight squared her shoulders and took a deep breath. "Well, here we go." She held her head high and stepped into the golden light, closely followed by Rainbow Dash, Pinkie Pie, Rarity, Applejack, and Fluttershy.

Celestia watched the ponies disappear through the gateway. "Stay safe, my little ponies," she murmured worriedly. "The worlds are depending on you."

~o*o*o*o~

The Avengers all gathered in the conference room of the Helicarrier. Most of them hadn't even bothered to change out of their suits. In fact, the only one that had changed was Bruce, and that was only because the "other guy" was too big to fit in the room.

Suddenly, a golden swirl of light appeared in the middle of the room. A familiar figure, clad in black stepped out of the light, the glow soon diminishing until it was gone.

"Wow, Nick, great entrance," Tony commented, lifting the faceplate off of his suit.

"Director Fury, what is going on?" Natasha asked, walking over to Nick.

"I will explain everything," Nick promised. "I believe all of you have seen the strange weather patterns around the globe." All the Avengers nodded, unsure of where this was going. "Well, these are the doings of an old foe of mine from my younger days: Discord."

"The draconequus we saw earlier?" Thor asked.

"I see you have become acquainted with him," Nick stated. "Well, Discord has freed Loki and formed an alliance with him, which creates a rather dangerous duo for us to deal with. Now, I have consulted the leader of Discord's home world and an ally of mine, Princess Celestia, and she has recruited the help of six heroes as well. I have met with them, and they are more than ready-"

Nick was cut of as the golden light suddenly sparked in the middle of the room, swirling and glowing. Six ponies all tumbled out, each various bright colors. One was colored orange with a blonde mane and tail tied back, a cowboy hat on her head and a crimson shield on her back. Another was a bright shade of bubblegum pink with a frizzy magenta mane and tail.

"Is everypony okay?" a purple pony – no, unicorn – with a dark blue mane and tail streaked with purple and pink asked the rest.

"I'm okay," a quiet butter yellow pony with a drooping pink mane and tail replied, ruffling her wings. _A pegasus_, Steve mused. _And I thought nothing could surprise me._

"Ugh," a bright blue pegasus groaned. "Is there any way to make inter-world travel a bit more, you know, comfortable?" Tony raised his eyebrows at this pony's rainbow-colored hair, but decided not to say anything.

"Oh, my mane," a white unicorn whined, attempting to fix her well-curled violet mane.

The orange pony scrambled to her feet, gazing at her surroundings. "Um, girls, I think they're staring at us," she stated with a heavy southern twang, gesturing to the Avengers. The Avengers then became aware that they were gaping at the ponies and quickly closed their mouths.

"Horses?" Clint asked. "Seriously, Director?"

"These are ponies, Barton, not horses," Nick corrected. "And they have saved their homeworld more than once."

"Hey!" the rainbow-maned one suddenly exclaimed, flying up to Tony Stark's face. "You stole my idea!"

"Your idea?" Tony asked indignantly.

"Yes, 'my idea'," the pegasus replied, pressing the lightning-shaped button on the dark blue vest she wore. Loud shifting and clicking noises were heard, and as if by magic, metal armor sprouted out of the vest, forming to the pegasus's body. Within a matter of seconds, the faceplate clicked into place, the Iron Mare suit completely assembled.

"Impressive," Tony complemented. "Now tell me, did you place targeting screens-"

"-inside the helmet?" the pegasus finished for him. "You bet!"

A grin spread out on Tony's face. "I like this one," he remarked, stepping towards the Iron Mare. "Name's Tony Stark, genius, playboy, philanthropist, and the one and only Iron Man," he greeted, holding out his hand.

"Name's Rainbow Dash, the fastest flyer in all of Equestria and the one and only Iron Mare," the pegasus replied with a smirk, taking the man's hand in her hoof and giving it a firm shake.

"Wow," Steve remarked. "I never thought I meet someone who matched Tony's cockiness almost perfectly."

"You and me both, partner," the orange pony agreed. "My name's Applejack," she continued, holding out her hoof.

The captain took the pony's hoof in greeting. "I'm Steve Rogers."

"It's a pleasure meeting you, Steve," Applejack grinned. Steve couldn't help but grin back. He had a feeling that the two of them would become good friends.

~o*o*o*o~

Clint smiled when he noticed the quiver of arrows on the pink pony's back. "Hey," he greeted. "My name's Clint Barton, also known as Hawkeye. Do you use the bow and arrow too?"

"Well, yes!" the pony replied, her voice high-pitched and bubbly. "I mean, the bow and arrow is like the best thing ever created, well, besides chocolate cake, and I mean, who can top that? Oh, I'm Pinkie Pie, but you can just call me Pinkie, or Pie, I really don't mind any of them…"

Hawkeye couldn't help but chuckle at Pinkie's rambling. It was really quite endearing.

~o*o*o*o~

Thor approached the purple unicorn, who was gazing at the several gadgets and screens, an enthralled look in her violet eyes.

"They are quite fascinating, are they not?" Thor asked.

The unicorn jumped slightly at Thor's voice, but quickly regained her composure. "Oh, yes," she replied eagerly. "I can't believe building such things is possible!"

Thor chuckled. "Yes, the things these mortals are able to come up with."

The unicorn cocked her head. "You speak of them as if you are not from here," she remarked.

"Indeed, I am not from Earth," Thor stated. "I am from Asgard, but I protect Earth with my life."

"Asgard?" the unicorn wondered aloud. "I would love to here more about it. I'm Twilight Sparkle, a pleasure to meet you. And you are?"

"I am Thor Odinson," Thor answered. "I would also love to here about your homeland. Equestria, is it not?"

"You've heard of it?" Twilight asked incredulously.

"Why, of course!" Thor laughed. "The Princesses of Equestria visited us a few years ago to renew our peace treaty."

"Wow, I didn't know the Princesses had contact between other realms," Twilight smiled. "So, Thor, tell me more about Asgard."

Thor returned Twilight's grin. "Well, it is a magnificent place…"

~o*o*o*o~

Bruce noticed the yellow pegasus standing off to a corner, almost cowering amidst the crowd of ponies and people. "Hello," Bruce greeted softly, coming over to her. "I'm Dr. Bruce Banner."

"I-I'm Fluttershy," the pegasus whispered.

"It's nice to meet you, Fluttershy," Bruce replied, his experience with shy child patients helping him. "Tell me, why are you here? You don't seem to be the very adventurous type."

"Oh, I'm not," Fluttershy confirmed. "But my friends were going, so I…well, I went with them,"

"Ah, I underst-Ow!" Bruce yelped as something sharp poked his side.

Tony appeared behind Bruce, holding a sharp metal pointer in his hand. "Seriously, man, what's you secret?" he asked. "Yoga, Zen?"

"Tony, would you please-" Bruce was cut off as Fluttershy flew right up to Tony's face.

"Why did you do that?" she asked sternly. "Why did you hurt him?"

Tony raised his hands up in surrender. "Okay, okay, geez…" He walked back over to Rainbow Dash, who was failing miserably to muffle her snickering.

Fluttershy landed on the ground, looking sheepishly up at Bruce. "Sorry about that," she apologized. "It's just…"

"You have an 'other guy', don't you?" Bruce realized, gazing at the pegasus.

"Well, I guess I kind of do," Fluttershy replied. "It's just sometimes, I can get so worked up, I just lose control and…"

"I understand," Bruce stated. "Don't worry, you're not the only one like that." Fluttershy stared at him for a moment, her teal eyes wide with surprise. But then a grin broke out on her face, and the two continued to talk about their "other guys".

~o*o*o*o~

Natasha Romanoff gazed at the pairs of ponies and humans, or in one case, Asgardians, talking around the room. "Excuse me," a rather elegant voice stated. Natasha whipped around to see the white unicorn gazing at her. "I just wanted to say what an exquisite outfit you have," the unicorn continued.

"You really think so?" Natasha questioned, raising an eyebrow.

"Oh, of course, darling!" the unicorn exclaimed. "It's incredibly fashionable, but it's simple and flexible enough to serve as a practical suit."

"You seem to know your way around fashion," Natasha commented.

"Oh, I hope I do. I'm Rarity, Ponyville's premium fashion designer," Rarity replied. "I also do a bit of martial arts training," she added in a quiet voice. "But that's just a secret."

"Always the element of surprise," Natasha smiled. "I'm Natasha."

Both unicorn and Widow turned their attention to Tony and Rainbow Dash, who were happily chatting with each other like they'd known each other forever.

"Oh, those two will get along famously," Rarity remarked.

Natasha shook her head, chuckling. "Oh, you don't know what Mr. Stark's idea of famous is…"

**So, what did you guys think? I hope you liked it!**

**Please review!**


	5. My Pinkie Sense is Tingling

**Hey everpony! Here's the next chapter that you've all been waiting for.**

**Now, I know a lot of you were looking forward to a battle scene, but that will come in later, hopefully by next chapter. If you guys have any ideas for what should happen during the battle scene(s), feel free to review or PM me!**

**Speaking of ideas, a few of you have taken the time to give me some constructive criticism and have offered many ideas for my story. I just wanted to take this time to say thanks to everyone that did, and say that it is more than welcome and very much appreciated.**

**Alright, enough with my rambling. Onto the chapter!**

**Disclaimer: I own nothing except the plot. I want a pony though. And an Avenger. **

"There, that should do it."

Twilight pulled her horn away from the electronic screens, the rosy glow around her horn slowly fading. She sat in the pristine white lab alongside Bruce and Tony.

"What is it?" Bruce asked, coming over beside her.

"I've enhanced one of your energy-tracking systems so that it tracks magic instead," the unicorn replied. "Magic uses a specific type of energy, and since this tracker follows energy, it was relatively simple to modify it to track magical energy." A proud smile slipped onto her face. "Wherever Discord and Loki are, this should pick up the high magic levels."

"Great," Tony stated, clapping his hands together. "And now, I can get back to this." He sat himself on a table and began fiddling with one of the touch screens.

"Um, Mr. Stark?" Twilight gazed at the man in confusion. "What exactly are you doing?"

Tony looked up for a brief moment. "As of right now, I am hacking into S.H.I.E.L.D.'s database. I want to see if they have any useful information about you and your friends." He turned his attention back to the screen. "Within moments, I will have gained access to all of S.H.I.E.L.D.'s most classified files."

Bruce groaned. "Oh, not this again."

"But, won't you get in trouble?" Twilight asked incredulously.

"It's not that big of a deal," Tony dismissed casually. "I like to think that it's S.H.I.E.L.D.'s fault from keeping all these secrets from us, actually."

Twilight shook her head. "But Mr. Stark-"

"Don't bother," Bruce interrupted. "Once he gets started on something, you can't stop him."

"Thank you, Doctor, for taking my side," Tony thanked, concentrating on the screen. "Almost got it…"

~o*o*o*o~

Meanwhile, on the bridge of the Helicarrier, Fluttershy, Thor, Rainbow Dash, Natasha, and Rarity all stood around the conference table, where they had first met. All was silent except for the electronic sounds of the controls of the Helicarrier below them.

Rainbow Dash groaned, flopping back in her seat. "Ugh, this is so boring! When are we actually going to some awesome fighting or something?"

"I do not think it is wise to plunge headlong into battle," Thor stated. "Loki is a formidable opponent, not one to be toyed with."

"And remember what happened the last time we fought Discord?" Fluttershy reminded the rainbow-mane pegasus quietly.

Rainbow rolled her eyes. "So? We can do better this time. I'm sick of all this waiting around!"

"Rainbow Dash, darling, it's only been ten minutes," Rarity reprimanded.

"Ugh, fine, whatever. I'm going out for a flight." Rainbow Dash hopped out of her seat striding out of the room in the direction of one of the hangars.

The four who were left at the table stared after the rainbow-colored mane. After a few moments, Natasha asked, "So, is she always like this?"

Rarity sighed. "Yes, Rainbow Dash can be quite impatient at times."

Natasha cocked her head, analyzing the blue pegasus and her personality. "I see."

Suddenly, all of the screens flashed red, casting a strange scarlet glow about the room. "Director!" a crew member called. "Someone is trying to hack into our system!"

Thor, Fluttershy, Natasha, and Rarity all rushed to the railing, gazing down at the scene below them. "Keep the security systems intact!" Fury barked. "Protect the classified files at all costs!"

"What's going on?" Fluttershy inquired softly, shrinking back at Fury's loud tone.

"Someone is trying to steal S.H.I.E.L.D.'s information," Natasha explained in terms she hoped the pegasus would understand. The Russian agent rolled her eyes. "I can only think of one person who would be crazy enough to do that. Twice."

~o*o*o*o~

Twilight stared over Tony's shoulder at the screen. The man had successfully hacked into the database, showing the lab trio dozens of secrets from S.H.I.E.L.D.. The unicorn would have informed the others, if it weren't for that specific project that had caught her attention…

Suddenly, the door of the lab burst open, and Natasha, Rarity, Fluttershy and Thor all came charging in. "Stark, what do you think you're doing?" Natasah exclaimed angrily. "This is the second time this has happened!"

"Well then, S.H.I.E.L.D. needs to strengthen its firewalls," Tony remarked casually.

"Pardon me, Mr. Stark, but why in Equestria are you stealing S.H.I.E.L.D.'s information?" Rarity questioned. "That is absolutely unacceptable behavior from someone as high-class as you."

"Oh, come on, it's just a bit of harmless investigation," Tony defended.

"Harmless to you, maybe," a voice said from the doorway. Nick Fury walked into the lab, an irate expression on his face. "Stark, we have been over this," he admonished. "You are not to be hacking into S.H.I.E.L.D.'s classified information."

Tony gave a half-hearted shrug of acknowledgement, continuing to peruse the files alongside Bruce and Twilight. "Director, would you mind telling us what this Project P.O.N.I.E.S. is?" he inquired suddenly.

"Project P.O.N.I.E.S. is a covert operation not to be disclosed to persons not involved with the project," Nick retorted.

"Well, I think we are considered involved in the project, seeing as all of our pony accomplices' names are listed here," Bruce replied, his voice rising slightly. Rarity's eyebrows furrowed together in confusion at his statement, and Fluttershy shrank back a bit in fear.

"O-our names?" she stuttered out.

"Yep," Tony replied. He stepped closer to Nick, a serious, threatening expression on his face. "I want to know what S.H.I.E.L.D has to do with these ponies, Director." S.H.I.E.L.D. had been too meddlesome for his liking in the past, and he wanted to stop that above all else.

Nick sighed. "Project P.O.N.I.E.S. is the Potential Observation Network and Inter-world Espionage System," he finally explained. "It is a project developed to search for possible assets to S.H.I.E.L.D. and to spy on potential allies or enemies. The system spans over many worlds in the universe, including Equestria."

Twilight's eyebrows knit together as she tapped a file labeled "Agents" on the screen with her hoof. Immediately, a picture of a familiar gray pegasus with a blonde mane and tail and crossed eyes appeared.

Fluttershy's eyes widened. "D-derpy Hooves?"

"Now what in Equestria is she doing in that file?" Rarity wondered.

"Derpy Hooves is the cover name for Agent Ditzy Doo," Nick informed them. "Agent Doo was assigned to Ponyville, which is how S.H.I.E.L.D. and Princess Celestia know so much about the events there."

"Well, that explains a lot," Twilight remarked dryly. This perfectly explained the Princess's uncanny ability to appear in Ponyville precisely at the opportune moment. It also helped her understand Derpy's – no, Ditzy's - habit of appearing in the strangest places, like inside Fluttershy's chicken coop or in the apple-bobbing tub at the Nightmare Night Celebration.

"I can't believe Derpy of all ponies would be a spy," Fluttershy whispered, astonished.

Suddenly, the trackers in the room started beeping frantically. Twilight scurried over to the magic tracker. "The magic levels are off the charts!"

"So are the energy readings," Bruce added, checking the other tracker.

"H-h-h-e-e-e-y-y e-e-v-e-r-r-y-p-p-o-n-n-y-y!"

All occupants of the lab whirled around to see Pinkie Pie in the hallway, shaking and shuddering. Behind her were Applejack, Clint, and Steve, all apparently chasing the bouncing pink pony. Pinkie seemed to shudder violently for a moment more before her knees suddenly twitched together and she fell flat on her face.

"Pinkie Pie, what in tarnations was that?" Applejack asked incredulously.

"I don't know, Applejack," the pink pony honestly replied. "I've never felt that Pinkie Sense before."

Steve cocked his head. "Wait, Pinkie Sense?"

"That's Pinkie's psychic ability to predict what happens in the near future based upon certain motions her body makes," Twilight explained. "Though, if she has never seen that particular sign before, I'm not sure what it means."

"Well, the shudder does usually mean a doozy is about to happen, right darling?" Rarity inquired.

"Yep!" Pinkie replied. "But the knee-twitch usually means something scary is about to happen. And I don't know what the f-f-f-a-a-l-l-l-l-i-i-n-n-g-g d-d-o-o-w-w-n-n m-m-e-e-a-a-n-n-s-s…" Pinkie trailed off as she began to shake violently once more, moving down the hall.

"Maybe it means that a really bad, really scary doozy is about to happen," Fluttershy offered, evidently frightened by the prospect.

"I don't know, Fluttershy," Twilight replied. "And I'm not sure I want to know."

~o*o*o*o~

Rainbow Dash walked into one of the open hangars of the Helicarrier. Smiling as she breathed in the fresh air, Rainbow picked up a spare comlink before activating her suit. The armor swiftly clicked into place, and within moments, Rainbow Dash was soaring beside the Helicarrier, rocketing through the clouds at breakneck speeds.

"Wah-hoo!" she whooped as she whirled around a cloud. "Now this is what I'm talking about!" The armored pegasus pulled off a few loop-da-loops before slowing down a bit.

"Man, that was awesome!" Rainbow cheered to herself. Her cheerful mood soon dissipated as she spotted a strange pink object on the horizon. She pulled out her boosters, speeding towards the unknown object. The pegasus hadn't even traveled a mile before she could identify the objects. Hastily, she put her boosters in full power before shooting back towards the Helicarrier.

As she flew, Rainbow Dash turned the comlink she had borrowed on. "Uh, guys, I think I found Discord and Loki."

**Hope you guys enjoyed the chapter!**

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**Please review!**


	6. Battling Dancing Buffalo and other Chaos

**Hi!**

**I'm glad so many of you liked my last chapter! It's really encouraging.**

**Anyways, I wanted to tell you all that I will be going on a trip for a few weeks. Unfortunately, this means I won't be able to work on my stories, and that this will be the last update for a few weeks. But, to make up for it, this chapter is extra long!**

**Disclaimer: I own nothing save the plot.**

Rainbow Dash's voice echoed through the halls of the Helicarrier. Pinkie Pie's Pinkie Sense abruptly stopped, and she, Applejack, Clint, and Steve joined the others in the lab. The Avengers and ponies stared around at each other, the same determined look plastered on their faces. Nick gazed at the occupants of the room. "Gentleman, ladies," he addressed. "You're up."

"We're on it, Director." Steve gave Nick a swift nod before striding out the door, closely followed by Natasha, Clint, Bruce, Thor, and Tony.

Nick turned to the ponies. "I believe the Princess sent you six some special items I think you will find most useful," Nick stated, exiting the room. Twilight furrowed her eyebrows together in confusion before walking out of the lab. Rarity, Pinkie Pie, Fluttershy, and Applejack followed.

"O-oh my," Fluttershy meekly stuttered. "I-I have a very bad feeling about this."

~o*o*o*o~

Twilight and company trotted hurriedly through the halls. Eventually, they reached two sets of doors. One had a sign reading "Avengers Suit Room" while the other was labeled simply with "Ponies". Naturally, the five entered the latter room.

Twilight, Rarity, Applejack, Fluttershy, and Pinkie Pie found themselves inside a central chamber with various hallways branching off from the main room, each with a name labeled above the entryway. Each pony had identical curious and awestruck expressions on their faces as they each went into their respective halls. At the end of each hall stood a glass case, holding the supplies the ponies would need for battle.

Rarity let out an incredibly excited gasp when she saw her suit. It was a fairly simply black jumpsuit, made of a fine, very flexible, slightly shiny material. Around the sleeves of the two forelegs were long, thin, electric blue gems. A utility belt fastened around her waist, a beautiful ruby as its buckle. In the holsters of the belt were two weapons crafted like guns, except they fired an endless stream of small hard gems, much like the ones around her hooves. It didn't take Rarity long to discover how to use the gem-weapons, and the white unicorn quickly suited up.

Twilight, much to her surprise, found the Mare-Do-Well suit awaiting her at the end of the hall. Thankfully, it did not have the hat or the mask, which frankly limited her magic ability. Also, the large purple collar had been removed, and the "M" clasp of the dark cape had been changed to a six-pointed star, matching Twilight's cutie mark. The lavender unicorn donned the guise, smiling as she remembered her time as a hero. _This is just like fixing the dam_, she told herself, _except this time we're fighting alien creatures and Celestia-knows-what Discord has planned for us. _Twilight giggled nervously._ Yep, nothing to fear._

Pinkie Pie's suit was a simple black vest with lines of purple racing around it, forming the shapes of balloons and other various party things. She also had a utility belt and a brand new, large, cylindrical quiver with her cutie mark emblazoned on it, filled to capacity with her plunger arrows and other various prank arrows. A large grin spread out on Pinkie's face as she pulled out an arrow that would explode confetti. Oh, this was going to be super-duper fun!

_Oh, please let me not get some crazy colorful suit_, Applejack pleaded silently. She had seen Captain America's suit, and though it did suit him nicely, she did not want to end up in some suit like his. It just looked too darn uncomfortable and silly! The earth pony nearly flopped down with relief when she saw her suit. It was quite simple, just a green colored collar with a bolo tie, the pin in the shape of an apple (like on her gala dress). She also had a simple utility belt, a long, sturdy rope lasso at her side.

Fluttershy was absolutely frightened. She wasn't sure she could go up against those big alien fighters again. The butter colored pegasus slowly walked into her hall, not sure of what she would find. To her surprise, all she saw was a letter from Princess Celestia. _Have courage, Fluttershy_, it read. _Your friends need your help, and though you may not know it, you have a great strength within you to protect them._ Reading it made the smallest of smiles flit across Fluttershy's face, and she squared her shoulders, determined to try and help her friends.

The five met up with Rainbow Dash and the Avengers in the main hangar, where the group split onto two Quinjets: Thor, Twilight, Pinkie Pie, and Bruce on one, with Clint as the pilot, and Rarity, Steve, Applejack, and Fluttershy on the other, with Natasha piloting. Tony and Rainbow zipped beside the two Quinjets in their respective suits, no doubt trying to race each other.

Fluttershy looked rather uneasy, staring anxiously at the oncoming storm of pink clouds. "Are y'all right, sugarcube?" Applejack asked, coming over to her.

"I'm okay," the pegasus replied softly. "Just…nervous."

"Oh, that's quite alright, darling," Rarity assured her. "We're all nervous."

Fluttershy cocked her head to the side. "You are?"

Rarity, Applejack, and even Steve nodded their heads. "Just know that we're right here for you," Applejack stated.

"Okay," Fluttershy nodded, raising herself to her hooves. "I can do this. I can do this."

Natasha turned to face them from the pilot's seat. "Guys, we're almost there."

~o*o*o*o~

The city was in a horrible shape. The Chitauri swarmed the streets, accompanied with several monstrous Leviathans and things that could only be of Discord's doing. And to top it off, chocolate rain poured from the sky from those incredibly pesky cotton candy clouds.

Though hidden by her mask, Rainbow's face lit up with a huge smile. "Alright, let's get this party started!" she whooped, diving into the fray.

"Couldn't have said it better myself, Dash," Tony stated, following her down. He then tuned in to the comlinks of the others. "Hey, guys, are you coming or what?"

Applejack jumped at the voice in her ear. "What in tarnations?"

"Hold on, Stark, we're almost there," Natasha replied, steering the Quinjet into the streets.

"Hey, Tony, watch out!" Rainbow Dash shouted, zooming across the city, a Leviathan straight on her tail. Tony quickly sprang to her aid, flying right beside the great metal beast. He fired several blasts at the creature, scoring direct hits to the side. Suddenly, Rainbow shot into a nosedive, soaring straight to the ground. The Leviathan followed suit, but at the last minute, Rainbow shot upward out of the dive. The creature, its maneuverability damaged from Tony's attacks, couldn't pull up in time and crashed headlong into the street.

"And that is how you pull off a Fantastic Filly Flash," the Iron Mare smirked proudly.

"Good move," Tony commented, flying to Rainbow's side. The two Quinjets landed beside the wreckage, and the Avengers began climbing out of the jets just as Tony and Rainbow touched down. "Alright, Capsicle, what's the plan?"

Steve rolled his eyes at Tony's nickname for him. "Well, the first thing we need to do is get rid of those clouds," he replied, looking up at the sky.

"I can take care of that," Applejack replied, recalling how she had done it the first time Discord had returned. "Rainbow, Tony, can you corral up those clouds next to that building over yonder?"

"We're on it, AJ," Rainbow replied, giving her friend a salute before zooming off with Tony.

"Twilight, can you teleport me up to the top of that building?" Applejack asked.

"Of course, Applejack," Twilight answered. The unicorn's horn began to glow, and in a flash of rosy light, Applejack had teleported to the building's rooftop. The orange pony galloped to the corner of the building, pulling out her rope. She twirled the lasso high in the air and successfully looped it around the compact group of clouds. Holding the rope securely in her teeth, Applejack leapt off of the building, floating down to the ground with the clouds. She quickly tied the end of the rope to the base of a lamppost, pushing the clouds out of the way.

"There," Applejack panted, wiping sweat off her forehead. "Done."

"Great work, Applejack," Steve complimented. He turned to the others. "Alright, Stark, Rainbow Dash, Thor, you three take care of those Leviathans."

"We're on it," Tony replied, streaking across the sky. Thor gave the Captain a swift nod before whirling his hammer and soaring onto the backs of one of the beasts.

Applejack turned to Twilight. "Twi, you need to use your magic to help us with whatever Discord's got for us," she stated. "You know, dancing buffalo, salt roads, those sorts of things."

"You got it, Applejack." Twilight galloped off, sending magic bolts at any Chitauri that came in her way.

"Pinkie Pie, use your arrows to cover us from the ground." Pinkie Pie gave the Captain a salute before speeding off in a pink blur. "Clint, you're our sniper," Steve continued. "Cover us from the air." Clint nodded, firing a grappling-hook arrow onto the nearest building and zipping up to the rooftop.

"Natasha, Rarity, Applejack, and I will fight on the ground. The police have already got most of the civilians to safety, but there are a few still out there. Our most important job is to find where these Chitauri are coming from and how to stop them. And Bruce," Steve turned to the doctor, "now would be a good time to suit up."

Bruce nodded, the faintest of smiles on his face. His muscles tensed, and his skin slowly became green as he grew in size, his shirt falling away like paper. The Hulk let out a loud roar, leaping onto a passing Leviathan and pounding its head. Fluttershy, absolutely terrified by the transformation, darted beneath one of the Quinjets, shivering with fear. There wasn't much time to coax her out from under there, though. Ready or not, the battle had begun.

~o*o*o*o~

Twilight galloped through the streets, blasting Chitauri with energy bolts. Pinkie Pie was right behind her, firing several of her prank arrows at the attackers. One Chitauri was frozen solid, and another had what looked like a cupcake shot through its eye. Many of them had been blasted away with her exploding confetti arrows, which seemed to be Pinkie's personal favorite.

"Whoa!"

Pinkie Pie and Twilight were thrown back as a huge stampede of long-legged bunnies trampled past them. Groaning, Twilight levitated a carrot from the decimated produce stand beside the two ponies. "Pinkie Pie, fire this out of the city!" she instructed.

"Okie dokie artichokie!" Pinkie Pie replied, strapping the carrot onto an arrow. "Hey!" she shouted, catching the bunnies' attention. "Who wants a delicious, scrumptious, absolutely delightful carrot?" All the bunnies nodded, and Pinkie Pie, priding herself on her ability to deliciously describe food, fired the carrot-arrow high out of the city.

Suddenly, Twilight noticed Thor struggling with a load of Chitauri on one of the Leviathan's backs. The purple unicorn galloped straight towards the Leviathan, her horn glowing. With a bright flash, Twilight teleported beside Thor on the great metal beast. Using her magic, Twilight wrenched one of the energy spears from a Chitauri's grasp and began to strike the oncoming attackers. Thor and Twilight fought back to back, throwing various Chitauri off the Leviathan.

"Hey, Hawkman," Rainbow called through the comlink. "How's everyone doing?"

"We're good," Clint replied, firing an explosive arrow into one of the Chitauri's hovercrafts. "Twilgiht and Thor are taking on a squadron down in the southern part of the city."

"Aw, and they didn't invite me," Rainbow sighed disappointedly, soaring in the direction of the huge Leviathan. She was intercepted, however, by a full Chitauri hovercraft. "Alright, you want to play?" she taunted. "Then let's play!" Putting her thrusters on full power, she zipped down the street, banking hard to the right. The Chitauri, unable to duplicate the move, crashed right into the fat lamppost on the street corner. Rainbow smirked, continuing on her way to Twilight and Thor. Both were battling it out with several Chitauri, many falling off the back of the great beast. Thor leapt into the air, bringing his hammer down onto the Leviathan's head with full force, leaving a rather large dent in the metal plating. Twilight also lowered her horn, magenta light swirling around it. A powerful discharge of energy blasted from her horn, sending the Leviathan into the ground. "Guess you two didn't need me after all," Rainbow chuckled, soaring in another direction.

Meanwhile, Natasha and Rarity were battling a combination of Chitauri and dancing buffalo beside the Quinjets. If they weren't fighting for their lives and quite possibly the freedom of the world, Natasha would have found the situation quite amusing. The Black Widow slid a pair of electric taser disks towards the trio of dancing buffalo, the disks catching around the middle buffalo's legs. The buffalo shuddered as electricity shocked its body, knocking both of its partners down in its frenzy. "Wonderful move, darling," Rarity commented, firing her gem-weapons. The weapons had proven to be every bit as effective as guns, and Rarity could easily wield them with her magic. The alabaster unicorn swiftly dived out of the way as a Chitauri fired at her. The bolt soared past her and beneath the Quinjet, striking the ground right beside Fluttershy, who had managed to remain hidden.

The bolt nearly hit her, singing some of her pink tail hairs. But that was enough to get the yellow pegasus angry. Very angry. Fluttershy charged out from under the Quinjet, her teal eyes narrowed. "You make me lose," she seethed. "I blow my FUSE!"

Rarity's eyes widened in shock and worry. Nasty Fluttershy was about to make another appearance, and it was not going to be pretty.

~o*o*o*o~

Pinkie Pie had joined Hawkeye up on the rooftops, both firing various types of arrows. Clint was quite impressed with Pinkie's assortment of arrows and other weapons on her utility belt. "Are you giving them…cake?" he asked upon seeing the pink pony throw some cupcakes from her belt.

"I'm not giving them cake!" Pinkie Pie replied. "I'm assaulting them with cake!" The pink pony paused for a moment staring down into the fray. "Hey, look, Fluttershy's fighting! You go, sister!"

Clint shook his head at the pony's silly antics. He swiftly fired a grappling hook arrow to another building, swinging onto a new rooftop. Pinkie Pie didn't seem to mind his leaving, though. She was too busy giving…er, assaulting the Chitauri with cake and arrows.

"That is quite the weaponry you have there, my little pony," a voice stated from behind her.

Pinkie Pie whirled around to see a figure clad in black and green robes standing behind her, a large golden helm on his head. "You!" she cried, firing an arrow at him.

Loki easily dodged the arrow, walking closer to the pink pony. "Yes, me."

"You stay away from my friends, you big fat meanie!" Pinkie shouted.

Loki chuckled, raising his staff. "You have heart, my little pony," he smiled, pressing the tip of his staff to Pinkie's chest. The pink pony's pupils suddenly dilated, nearly filling up her whole eye, before they became normal again, Pinkie's irises flooding with brilliant tesseract blue, slightly darker than her usual eye color. Her frizzy pink hair deflated, becoming straight as a board as she gazed at Loki with emotionless eyes.

The god of mischief smirked. "You will come with me, Miss Pie."

Pinkie Pie nodded, putting away her bow. "Okie dokie Loki."

~o*o*o*o~

Captain America ran through the streets of the city, chasing after the serpentine shadow he swore he saw. He paused at an empty intersection, staring warily around him. Suddenly, a serpentine shape whisked past him, heading straight into a nearby alleyway. Without hesitation, Steve followed it, only to find himself at an empty dead end. "Where are you?" he demanded. "Show yourself!"

"Not so loud, my dear Captain," a voice chided from the shadows. A strange lady stepped out towards Steve. Her face was quite young, yet she had fluffy white hair that fell to her shoulders. Her skin had an unusual grayish tint to it, and she wore a long reddish-brown dress with what seemed to be a pair of blue wings protruding from the back.

"Who are you?" Steve questioned, raising his shield.

"I am a fortune-teller," she replied, her voice soft and snake-like. "And I have a fortune to tell you."

Steve shook his head. "I don't believe in that sort of thing."

"But you should," the lady stated, coming closer. "For I have seen things that you have not. Why don't you come and take a peek?" She waved her hand at one of the walls, and suddenly, the blank bricks were vivid with a scene.

_ Tony, Thor, Natasha, Bruce, Twilight, Rarity, and Fluttershy were all gathered in the lab, chatting away. "You know," Tony remarked. "I honestly have no clue why Steve is even on our team. I mean, he's nothing but a dead weight!"_

_ Tony's statement was met with peals of laughter from everyone, ponies and Avengers alike. "And have you seen his outfit?" Rarity inquired. "Why, it's a fashion disaster!"_

_ "We don't actually even need him on the team," Bruce stated. "He doesn't have anything we don't already have, does he?"_

_ "Well, now that I think about it, you already have superhuman strength with Thor here," Fluttershy pondered quietly, "and superhuman agility with the Iron Man suit. So he really doesn't have anything super special."_

_ "And besides, he doesn't even know how to use half the appliances on here," Twilight added. "I mean, even I could figure some of these things out!" The whole group laughed, Thor's booming laugh louder than the rest._

Steve shared in shock at the scene. "So the team doesn't want me?" he asked softly. "They laugh at me?"

The lady nodded. "Your honesty and loyalty to them was never appreciated. It's time that you leave your little team and go elsewhere." The color seemed to drain from Captain America, the red, white, and blue of his suit and shield fading to gray. Smirking, the lady quickly transformed into Discord, slithering off into a different part of the city.

"There you are, Cap!" A relieved Applejack stood in the entryway of the alley. "We've been looking for you. You're needed out there in the field." She paused, looking at him. "What're you doing here anyways?"

"That's none of your business," Steve snapped, brushing past the orange pony. "And why does the team need me? Did they suddenly run out of superheroes?" He angrily strode away, not even looking back.

"Well, that's odd," Applejack remarked. "Was it just me, or did he seem kinda…grayish?"

~o*o*o*o~

Discord gazed out at the fight scene below with Loki and Pinkie Pie. The Avengers and ponies were bravely battling the oncoming forces of chaos. The draconequus sighed. The battle had lasted for over an hour now, and this was beginning to become boring for Discord. He turned to Loki. "My friend, I believe it's time we caused chaos elsewhere."

"Indeed," Loki replied. "There is now something I must retrieve to complete our plan. But rest assured, my friend, Equestria will be yours soon enough."

Discord smiled. "And Midgard will be yours." He snapped his fingers, and with a blinding flash of green light, Discord, Loki, Pinkie Pie, the Chitauri, and the Chaos disappeared.

The Avengers and ponies stared around surprised. "It's over?" Twilight questioned.

"It seems so," Thor replied. "But Loki would never give in this easily. He must be planning something."

"Can we please discuss what he's planning on the Helicarrier?" Rarity asked. "I'm exhausted, and just look at my mane!"

Everyone else seemed to be quite worn out too. Everyone, even Rainbow and Tony, stumbled onto the Quinjets, not even bothering to check their numbers. "I never want to see another dancing buffalo again," Tony groaned, rubbing his temples. Bruce nodded in agreement, wrapped in a spare coat found in the jet.

"Who knew fighting Chaos would be so darn tiring?" Applejack wondered. "I'm plum tuckered out!"

"Maybe this is going to a lot harder than we thought," Twilight stated. "I've never seen fights like this before, not even during the Changeling invasion!"

"Man, I missed my nap," Rainbow Dash grumbled.

They all reached the Helicarrier within minutes, where Rainbow Dash promptly collapsed on the ground, taking her very belated nap. Tony smiled at the snoozing pony before staring around at the group. "Hey, where's the Capsicle?"

"Last I saw, he was walking off on his own," Applejack stated. "I thought he came back and got on the other jet."

"Clint, he wasn't on your Quinjet?" Natasha asked.

Clint shook his head. "I thought he was on yours!"

Fluttershy gazed around the hangar. "Has anyone seen Pinkie Pie?"

Suddenly, Nick Fury strode into the hangar, an irate expression on his face. "Pie and Rogers have been compromised."

**Alright, so there you have chapter 5. Hope you guys enjoyed the battle!**

**Anyways, I'll miss you guys very much! I'll be back in a few weeks!**

**In the meantime, would you please review? Oh, and check out my poll too!**


	7. The Return of the Party Cannon

**Hey, everypony! I'm back! Sorry for leaving you all in the first place.**

**Anyways, here's the next chapter you have all been waiting for. It's another long one to make up for my absence, so I hope you enjoy!**

**Disclaimer: I own nothing. I would like a pony though. And an Iron Man suit.**

"WHAT?"

A huge uproar erupted at Nick's comment. All signs of fatigue disappeared as both Avengers and ponies began to stress and worry about Pinkie Pie and the Captain. Even Rainbow Dash jolted out of her nap (which is a very rare occurrence) to fly straight up to the Director's face and demand answers.

"What the hay do you mean, 'compromised'?" the rainbow-maned pegasus shouted.

"I mean that both Miss Pie and Rogers have left us for some reason or another," Nick explained. "The problem is we don't exactly know what happened to them and how to bring them back to us."

"Well, where were they last seen?" Natasha questioned.

"I have many of our agents doing their best to track the two," Nick answered. "So far, Miss Pie was last seen working with Loki."

Rarity gasped. "But Pinkie would never work for a ruffian like him!"

"Not willingly," Clint spoke up, a serious expression on his face. "But Loki's staff has the power to control minds. He must have used it to turn Pinkie to his side…make her work for him."

A distressed silence met Clint's remark, nearly everyone's brows creasing in worry. The ponies were gazing at each other, absolutely terrified for their friend. Mind control…the only time anypony had ever seen anything like it was during the Changling invasion, when the Queen had weakened Shining Armor's mind, making him a mere shell of himself. But the ability to control the mind, to make someone work for you, that was something they had never dealt with before.

Eventually, Tony broke the silence. "Well, what about the Captain? He's not under Loki's control too, is he?"

"No," Nick answered gravely. "Rogers was last seen wandering in a few towns over. He didn't seem to be working for anyone, but he does seem to be acting the complete opposite of his usual self. Some witnesses have stated that the color of his uniform seemed to have faded to gray."

"That does not seem to be one of Loki's tricks," Thor remarked. "I do not believe my brother could turn anyone gray."

"Your brother didn't do that," Applejack responded. "It was Discord. He did the same thing to all of us when we first fought him. He showed us all things that weren't true which made us act all different from our usual selves." The earth pony shook her head. "I should have known that was what happened when I last saw him. Discord's trick takes the color right out of you, making you look grayish."

"So…what should we do?" Fluttershy asked tentatively.

At this, everyone burst into an argument, shouting out their opinions. Director Fury stated that they should focus on Discord and Loki, saving both the Captain and Pinkie later. This was met by many objections, mainly by Clint and Applejack, both of whom were extremely close to both of the compromised victims. Tony and Rainbow Dash were already suited up, ready to jump out of the Heilcarrier at any moment to rescue the two. Thor was beginning to swing his hammer, wanting to find Loki and bring him back to Asgard before more harm was done. Natasha, Rarity, and Bruce were doing their best to find some middle ground, and Twilight was pacing nervously, trying to create a plan.

Fluttershy, meanwhile, had cowered down close to the ground, clasping her hooves over her head in an attempt to block out the bickering. Eventually, the yellow pegasus had heard enough. "QUIET!" she shouted, drawing all the attention in the room to her. Immediately, she dipped down, lowering her voice. "Oh, I'm sorry, I'm just trying to be more assertive, but…anyhow, we need to stop arguing. Yelling at each other isn't helping anypony!"

A moment of silence met her remark, before Bruce spoke up. "Fluttershy's right. I mean, last time we argued, we turned into a time-bomb, and, well, the other guy got a chance to come out."

"Alright everypony, I think I've come up with a plan," Twilight remarked. Everyone gathered around her, waiting for the unicorn to speak. "Applejack, Mr. Stark, Natasha, Dr. Banner, and I will go find the Captain. I still remember the memory spell I used last time to restore us, and it hopefully should work. Meanwhile, Clint, Rarity, Thor, Rainbow Dash, and Fluttershy will attempt to bring back Pinkie Pie. And if you can, find and capture Loki. Director, you'll be our home base. You'll need to keep us updated on everything."

"Sounds like a plan, Twi," Applejack replied. Everyone else seemed to agree with the orange earth pony, and within minutes everyone had gathered in their respective groups and boarded the Quinjets. It was go time.

~o*o*o*o~

Loki smirked triumphantly as he walked through the halls of his underground base, Pinkie Pie following him loyally at his side. Discord was off in his own chamber, playing with his chocolate rain and the other mad things he would use to bring Midgard underneath their control. Loki smiled as he imagined the glorious rule of Chaos over the two realms. With Discord's Chaos-creating powers, Loki's extensive magic abilities, and the army of the Chitauri at their disposal, how could they not win?

The Chitauri greatly respected the draconequus and their kind, so it was not that hard for Discord to convince them to give their numerous troops to their cause. Unfortunately, since he and Discord would be launching separate attacks at the same time, Loki could not rely on the draconequus's magic to teleport the Chitauri to his desired location. Once again, the god of Mischief would need to create a portal. He had been able to construct a weak portal to Equestria through some of the Tesseract energy retained in his staff, but he would need much more to recreate the portal he had made atop Stark Tower.

"Sir," one of his scientists called. Loki briskly strode to the man, his green eyes fixated on the monitor before him. Displayed on the screen was a medium-sized green crystal with many facets. "This crystal will be able to magnify your staff's power enough to create that portal you desire, milord," the scientist explained. "It's currently in a very secure holding facility out in the New Mexico desert."

"Excellent work, doctor," Loki commented. He turned to the pink pony beside him. "Do you believe you can retrieve this, Miss Pie?"

The pink pony nodded, any hint of laughter on her face gone. "Yes."

Loki smirked. "Is there anything you will require?"

Pinkie tapped her hoof to her chin in thought. "I'll need a distraction…and a party cannon."

~o*o*o*o~

Natasha's Quinjet soared high above the cities, following the huge streak left in the sky by Tony. Soon enough, they were over the towns close to the site of the attack. Twilight, Applejack, and Bruce gazed anxiously at the ground, searching for their good friend.

"Hey, I see him!" Tony announced into the comlink. Some of the images inside of the helmet appeared on the Quinjet's screen, showing a very faded Captain America strolling casually down the street.

"Great job, Mr. Stark," Applejack replied. "We'll be down there as soon as we can. " She turned to the unicorn beside here. "You ready, Twi?"

"Yep!" Twilight answered.

Applejack smiled before facing Bruce and Natasha. "Y'all stay here on the jet. Natasha, land the plane only if we need back up. Bruce, you only need to come out if we need the…the other guy's help." Both humans nodded in understanding, Bruce slightly relieved that he wouldn't have to let the other guy loose unless it was an emergency.

The tiniest of smiles flicked across Applejack's face as she walked over to Twilight. The purple unicorn screwed up her face in concentration, her horn beginning to glow pink. In a flash, Twilight and Applejack teleported down to Tony's side on the street. Most of the people had gone inside at the news of an attack in the nearby city, but a few people were still out, staring incredulously at the Iron Man and the two colorful ponies that had appeared right next to him.

"Gee, what did you guys do, stop for snacks?" Tony commented dryly.

"Sorry, Mr. Stark," Twilight apologized. "Just needed to go over a few last minute instructions."

"Hey, Twi, Tony, there he is!" Applejack quickly gestured to the faded man on the street, strolling along as if he didn't care that there was a war going on (which he probably didn't).

"Okay, you two have to pin him down long enough for me to do the memory spell," Twilight instructed.

Tony shrugged. "Well, that's easy." Turning his rockets on high power, he blasted over to the Captain, tackling the Supersoldier and pushing him down against the sidewalk.

Steve struggled against Tony. "What do you think you…" The Captain trailed off upon seeing who was pinning him. "You!" he spat venomously. With a quick twist of his body, Steve angled himself perfectly and drove a solid knee into Tony's groin. Even though that area was protected by the Iron Man suit, it still hurt like heck, causing Tony to loosen his grip on Steve just enough for the Supersoldier to wriggle away and begin sprinting down the street.

"Well that didn't work," Tony wheezed as he struggled to his feet.

Twilight looked at Tony in concern before turning to Applejack. "Alright, guess it's time for plan B."

Tony waved them off, leaning against a wall. "You guys go; I think I'll just stay here for a moment."

Twilight and Applejack nodded before galloping after the Captain. Within a few moments, they had nearly caught up to him, the duo only a few feet away. Applejack whipped out another rope, giving one end to Twilight and keeping the other in her mouth. "YEE-HAW!" she cried, the shout slightly muffled by the rope. The orange pony leapt high into the air, flinging her end of the rope towards Steve. It caught around the Captain's midsection, pulling tight. Unfortunately, this only seemed to slow the Supersoldier down, instead of stopping him as they had wanted.

"Applejack, PULL!" Twilight shouted, yanking hard on the rope. Applejack grabbed the rope again with her teeth, tugging at it with all her might. This seemed to be effective; the Captain was slowly being dragged in their direction. He was still struggling, however, and was putting up an extremely good fight at that.

"Applejack," Twilight called, beads of sweat dripping from her forehead. "I'll never be able to perform the spell on him like this! We need a plan C!"

Applejack grunted in response, trying to think. "I got it!" she finally announced. "Twi, pull as hard as you can towards that post, then let go of the rope!"

Twilight, though slightly confused, obeyed. Applejack did the same, and their combined force was enough to send the Captain flying backwards into the post. The rope whirled around him, securing him tightly to the pole. Applejack and Twilight smiled at each other, breathing heavily.

"Great work, Twi," Applejack panted.

Twilight grinned tiredly. "Thanks." The purple unicorn stepped towards the Captain, who was struggling fiercely against his bonds.

"Let me go!" Steve demanded. "I don't want to be with you losers!" Twilight just shook her head and began to concentrate. "I don't need you or your Avengers! Leave me a-" Steve was cut off as Twilight's horn started to glowing with a rosy light, and his mind was suddenly bombarded with memories.

_ Steve sat inside of a Quinjet, being briefed on the Avengers by Agent Coulson._

_ Steve smiled as he shook hands Dr. Banner for the first time on the landing pad of the Helicarrier._

_ Decked out in his new suit, Steve gazed at both Thor and Tony in a decimated forest clearing. "Are we done now?" he asked._

_ Following Tony through the wreckage of one side of the Helicarrier, Steve swung from one platform to another, determined to help fix the engine._

_ Steve stood on a pile of rubble, his fellow Avengers standing beside him as they stared up defiantly at the Chitauri. They all turned to the Captain as he began to call out instructions._

_ Inside the shawarma restaurant, Steve beamed as he began eating his sandwich, enjoying the company of the Avengers, his teammates, allies, and most importantly, friends._

Applejack beamed as Twilight finished her spell. The color was slowly returning to the Captain, his suit flooding with red, white, and blue. Steve blinked a few times, absolutely puzzled. "What…what happened?" he questioned softly. He then stared down at his binds. "And why am I tied to a lamppost?"

Applejack chuckled. "We have a lot of explaining to do, Captain."

~o*o*o*o~

A rather satisfied smirk flickered across Pinkie's face as she gave Loki the captured crystal. Two more guards flanked her on either side, both with the electric blue eyes of the Tesseract. Loki had managed to turn them to their side upon entrance to the facility. Really, though, the mission was far too easy. Pinkie's party cannon easily blew away the security door while Loki distracted and defeated the guards.

"Excellent work, Miss Pie," Loki complemented as he placed the emerald into a secure bag. "This shall make our task far easier." The pink pony smiled at the statement, not her usual, laughing smile, but a mean, wicked one, matching that of her master.

Suddenly, a blue streak flashed across the sky, followed by a large black jet. Pinkie Pie immediately recognized the shapes as Rainbow Dash's armor and one of S.H.I.E.L.D.'s Quinjets. "Loki," she alerted, gesturing up at the figures. "It's those Avengers and the other ponies."

"Ah." Loki nodded. "Take care of them you three. Make sure they do not follow."

The two guards nodded, pulling out their guns. Pinkie whipped out her bow and prepped one of her confetti arrows. "Okie dokie Loki." Her electric blue eyes trained on the blue form streaking across the sky before firing. Loki grinned maliciously at his three minions before stepping onto a stolen helicopter to watch the inevitable battle below.

~o*o*o*o~

Clint piloted the Quinjet right over the facility, observing the sand-covered ground below. Rainbow Dash streaked ahead of the jet, a flash of blue across the landscape. On the ground, Clint could see the small pink form of a pony, her bow strung with one of her arrows. Pinkie fired, and it took Clint only a short moment to realize the intended target.

"Dash, move to the right, one of Pinkie's arrows coming straight towards you," Clint stated into the comlink.

Rainbow snorted. "Seriously, what's an arrow going to do to m-" The pegasus was cut of as the sound of an explosion filled the air. All the occupants of the Quinjet stared out the window to see Rainbow Dash spinning out of control, a multi-colored cloud not a few yards away. The pegasus shook her head, slightly woozy. "Whoa…"

"Dash, get to the ground, we're on our way," Clint ordered. He then turned to the other occupants of the craft. "Okay, Rarity and Fluttershy, do your best to help Dash get Pinkie Pie back in her right mind. It might be difficult, but it's possible. I'll see what aerial support I can give you. And Thor, you need to see if you can find Loki."

"Agreed," Thor replied. The hatch of the Quinjet opened, and the god of Thunder leapt out, closely followed by Rarity and an extremely nervous Fluttershy.

Thor landed right beside Rainbow, the mighty Mjolnir hefted in his hand. Loki smirked as he watched his former brother survey the area for him. With a smirk, the god of Mischief created several clones on the ground to fight Thor. The god of Thunder immediately charged into battle with the clones, unaware that the real Loki was actually high above him. "Oh, Thor, when will you ever not fall for this?" Loki laughed in the helicopter as he began to fly away.

Meanwhile, Dash and Rarity had engaged in combat with the two human guards. Rarity pelted the one facing her with gems, occasionally diving or flipping to dodge some of the attacker's bullets. Dash was making the best use of her repulsors, firing energy blast after blast at the guards. Fluttershy had, as usual, cowered behind a fallen box, surveying the scene with terrified eyes.

Suddenly, a massive explosion rocked the ground. Sand swirled everywhere, along with colorful bits and pieces of confetti. When the dust cleared, Pinkie stood in the middle of it all, her party cannon at her side and a wicked grin on her face. The blast had thrown Rainbow and Rarity high into the air, knocking the alabaster unicorn unconscious and making the Iron Mare a bit more than woozy. Thor stumbled a bit, losing his footing as he battled the Loki-clones. Pinkie had also knocked out her two guards, but she seemed not to care. Even Clint on the Quinjet was rocked by the explosion.

Pinkie pushed the party cannon aside and approached the trembling yellow pegasus whose hiding place had been blown away from the explosion. "Well, hello, Fluttershy," Pinkie greeted spitefully.

Fluttershy gazed up at Pinkie Pie, a little more than angry with the pink pony. She rose to her hooves, her teal eyes narrowed in absolute rage. "You big MEANIE!" she shouted, flying up into the air. With all the might the pegasus could muster, Fluttershy thrust her hind legs forward, making direct contact with the pink pony's chest. Pinkie was sent sprawling, her bright fuchsia head slamming into the ground and effectively knocking her out.

Rarity and Rainbow dazedly made their way over to Fluttershy. "Wonderful job, darling," Rarity commented, her head still spinning from the party cannon blast.

"Yeah," Rainbow agreed. "I think you knocked the Loki right out of her."

Pinkie's prone form shuddered, her head lifting a few inches off the ground. "Cupcakes…Loki…party cannon…" she mumbled incoherently as her eyes cracked open for a quick moment before the pink pony fell back against the sand, unconscious once more.

**So, hope you guys enjoyed Evil Pinkie and Discorded Captain America. Evil Pinkie was actually really fun to write. I just adore the party cannon. It had to make it into the story somehow.**

**So, anyways, thanks for reading! Please review! (Seriously, that review box just keeps getting more obnoxious, doesn't it?)**


	8. Everyday I'm Discording

**Hi, readers! It's Pinkie Pie here. Just wanted to tell you how happy Maethorelen's been with ALL of you guys. With all your reviews, favorites, and followers, she really, really, really-**

**PINKIE PIE! Stop breaking the fourth wall! It's unhealthy!**

**Anyways, what she was saying was true. Thanks so much for your support. In reward, I give you one of my longest chapters yet! Enjoy!**

**Disclaimer: I-**

**Pinkie Pie: Oh, can I do it? Pretty pretty please?**

**Oh, fine.**

**Pinkie: Great! Maethorelen owns nothing except the plot, though I really don't see how she could actually own a plot, I mean, you can't even touch it, so how could you-**

**That's enough, Pinkie; you've already done enough wall-breaking. On to the chapter!**

Pinkie Pie woke up to a world of colors. Everything around her seemed to be a blur of pinks, blues, and greens, something she would have laughed at if her brain didn't feel like oatmeal. "Wh-what happened?" she asked, shaking her head comically like a dog to clear her mind.

Hawkeye watched the pink pony awaken from the foot of the bed, noting that this was the same room he had woken up in after Loki had taken control of his mind. "We got you back," he answered simply.

"Oh," Pinkie replied, pushing herself into a sitting position. Her hair was still stick-straight, indicating her mood, but the electric blue tint to her eyes had disappeared. "Loki...did he…"

"He left before we could catch him," Clint stated solemnly. "Apparently, Thor just fought duplicates of him. The real Loki was actually somewhere far away."

"That big meanie-pants!" Pinkie exclaimed hotly. "He…he went inside my head and made it all mumbo-jumbo inside of there! I…" She trailed off, suddenly recalling what she had done to Rarity and Rainbow Dash. "Oh my gosh!" she shouted, rushing over to Clint, her eyes bulging with worry. "Is Rarity okay? What about Dashie and Fluttershy? Are they alright? I mean, I think my Pinkie Sense would be able to tell me, but I think Loki may have messed with that too, and-"

"Whoa, slow down! They're all fine." Clint cut her off with a chuckle. Pinkie saw the grin on his face and couldn't help but beam happily. Soon, the pink pony was giggling madly at her own antics, her magenta hair frizzing back up again.

Clint gazed at her, a thin smile forming on his lips. "Now you look like yourself." He stood up, helping Pinkie to her hooves. "Oh, we brought back the party cannon," he added.

"Super duper!" Pinkie cheered as the two walked out of the room. "Though, I still can't believe I used the party cannon for evil. I mean, E-VIL!" She emphasized the word, her eyes bulging with the syllables. "Parties should never be evil, they should be fun and happy with lots of cake and balloons and streamers and party hats and confetti and-"

"Pinkie!"

Pinkie Pie's rant was cut off by the call of an alabaster unicorn from down the hall. Rarity sprinted towards the party pony, pulling her into a huge hug. "Oh, darling, I'm so glad you're alright!" she exclaimed. "How are you feeling?"

Pinkie shrugged. "Like I've broken the fourth wall too many times, but I'm good."

Both Rarity and Hawkeye could do nothing but blink in confusion.

~o*o*o*o~

Rarity, Clint, and Pinkie joined the others in the debriefing area. Pinkie was immediately engulfed into a hug from the other ponies; all very happy she had recovered. "We're so glad you're back to being yourself, sugarcube," Applejack stated once the hug had broken apart.

"Aw, thanks, everypony," Pinkie giggled.

Twilight smiled at her pink friend. "Well, now that Pinkie, Rarity, and Clint are here, we can begin." She walked over to the large glass table, surveying the people and ponies gathered around. Fluttershy sat beside Dr. Banner, nervously glancing down at the floor. Rainbow Dash had changed her suit back into a vest and was now pacing impatiently near Tony Stark, who had also taken off the Iron Man suit and was standing near the end of the table. Applejack took a seat beside Steve at the table. The Captain had been rather upset upon learning of the Discord incident and how he had treated his teammates, but once Applejack had reassured him it had happened to all of them in the past and that there was really nothing he could have done, he had resolved to forget about it and focus on the more troubling matters at hand.

"Alright," Steve began, rising to his feet. "We need a plan of attack."

"No offense, Capsicle," Tony interrupted. "But we can't really form a plan of attack if we don't know where or when Discord and Loki will attack."

"Ooh!" Pinkie suddenly burst out. "Loki wanted to get some sort of crystal thing-a-ma-jig. The people said it would magnify his power enough to create a portal-thing."

"A portal," Bruce mused, tapping his pen thoughtfully against his chin. "Loki wants to build another one, but since he doesn't have the Tesseract-"

"-he needs to magnify whatever power he has to construct a stable one," Tony finished for the scientist.

"Pardon me for asking," Applejack remarked. "But why does Loki need to build a portal? I didn't see any of them portal-things during the last battle."

"Applejack's right," Twilight seconded. "The Chitauri didn't seem to need a portal for the last attack."

"Excuse me," Rarity interjected. "But I believe we should be focusing on how we are to fend off the next attack, not this absurd portal business."

Natasha nodded. "Rarity's right. Our main priority should be how we are going to defeat Loki and Discord." A murmur of agreements swept across the table, everyone bringing their attention back to the main topic.

"Twilight, you seem to know Discord best," Steve remarked. "What's his play?"

Twilight sighed. "Discord is completely unpredictable. His plans are as unexpected and erratic as Chaos itself!" A few grumbles of concern filled the room. Steve began to rub his temples. He did not like not knowing how the enemy was going to attack; he was always a man with a plan, and facing an unpredictable enemy like Discord really threw him off his guard.

Rainbow Dash groaned, turning to face the group. "You know, for the Avengers, you do a whole lot more discussing than you do avenging," she remarked dryly. "I say we just find Discord and Loki and beat them to a pulp."

"I don't believe that's a good idea, Dash," Applejack stated.

"On the contrary, Miss Applejack, I believe that is a wonderful idea," Tony countered, stepping nearing to Rainbow. "You know, I think we should just skip this whole 'plan of attack' business and just use my favorite plan."

"What, 'attack'?" Steve questioned incredulously. "Because that worked out _great_ the last time."

"You know, I really don't appreciate the sarcasm," Tony rebuked.

Natasha shook her head, standing up. "Guys, we really shouldn't be arguing right now."

"Oh, lighten up, Agent Romanoff," Tony chided, smirking playfully.

"Now look here, Mr. Stark. I ain't appreciating your casualness," Applejack stated. "We have a job to do, so let's get it done."

"Oh, come on, AJ," Rainbow sighed. "Why can't we just relax?"

Applejack brought her face right up to Rainbow's, glaring directly at the pegasus. "We NEED a plan!"

Rainbow pushed Applejack back. "We're wasting our time!"

"You think you can push me around just because you have that fancy metal suit contraption?" Applejack asked hotly.

"Well, what about you?" Rainbow retorted. "All you have is a shield and a lasso!"

"Are we really going to stoop as low as having petty arguments?" Rarity inquired disbelievingly.

Twilight agreed with the white unicorn and was trying her best to interrupt and stop the several quarrels beginning to break out. "Ugh," she groaned after several failed attempts. "Why won't anypony listen to reason?"

No one seemed to hear her. Tony and Steve were trying their best to get Applejack and Rainbow Dash to back down, their attempt miserably failing. The two ponies were in a shouting match, their competitive spirits getting the better of them once more. Hawkeye and Natasha were bickering with Thor after one of the agents had made a comment about Asgard that the god of Thunder didn't quite agree with. Pinkie Pie had bounced over to Bruce, the doctor doing his best to soothe a shaking Fluttershy. And Twilight and Rarity were running around like mad, trying to get somepony to calm down.

It was because of this that no one noticed the black fleet on the horizon, coming to intercept the Helicarrier.

~o*o*o*o~

Discord smirked mischievously as he flew alongside the small armada of Chitauri he had teleported here. Everything was going according to their plan, and soon, both Midgard and Equestria would fall under the rule of Chaos.

With a lazy snap of his fingers, Discord set his forces into motion. Two massive Leviathans began circling the Helicarrier, dropping several Chitauri warriors onto the deck. The draconequus cackled with glee as the Chitauri blasted their way inside the floating airship. This was going just perfectly.

~o*o*o*o~

A sudden blast rocked the Helicarrier, startling the arguing Avengers and ponies into silence. "What in tarnations was that?" Applejack asked worriedly.

Natasha and Clint immediately ran to the bridge of the Helicarrier, everyone else directly behind them. "Director," Natasha called. "What's going on?"

"Someone's trying to attack the Helicarrier, that's what!" Nick answered stormily, gazing at the monitors. Security footage showed Chitauri flooding various sectors of the ship and two Leviathans surrounding the perimeter.

Steve immediately turned to his companions. "Get ready and move out."

The reaction from his teammates was instantaneous. Tony raced to the suit room to suit up, Rainbow Dash right at his heels. Thor sprinted off towards the exit to the deck, closely followed by a galloping Twilight. Pinkie Pie followed Hawkeye to the right exit. Natasha and Rarity dashed to the main room, where the Hulk's cage had once been. Applejack cantered to the left side of the ship, tipping her hat to the captain before passing through the door. Fluttershy had immediately dived into a closet, Dr. Banner following her in.

"I'll stay here unless you need the other guy to…make another mess," he winced.

Steve nodded, pulling on his helmet. "We'll call you if we need you," he reassured the doctor before racing off after Applejack.

~o*o*o*o~

Tony swiftly stepped onto his suit platform, the yellow robotic arms poised and waiting. "JARVIS," he called. "Deploy." Immediately, the arms went into motion, affixing the latest development of the Iron Man suit onto his body. Rainbow watched for a moment in fascination before tapping the blue lightning bolt on her vest. More whirring and clicking filled the air as the blue Iron Mare suit sprang to life out of the vest. The two suited up almost simultaneously, the circle and lightning bolt in their chest glowing brightly.

The two raced out to the hangar, blasting into the sky. "Aww yeah!" the pegasus cheered.

Suddenly, a voice crackled to life in their ears. "Stark, Dash, do you copy?" Steve asked through the comlink.

"I hear you, Capsicle," Tony responded with a smirk.

"Y'all need to take down those Leviathans," Applejack stated. "From what we can tell, that's where the Chitauri are coming from."

Rainbow gave a swift nod. "On it."

~o*o*o*o~

Bruce and Fluttershy listened intently through their comlinks as the battle progressed. The shouts and calls of their teammates and friends could be heard, giving them an idea of what was happening outside of their closet.

"I've got a squadron down in the main room with Rarity," Natasha stated. "It's not too many though; we should be able to handle it."

"Pinkie and I are stationed in a set of windows, shooting down a few heading towards the bridge," Hawkeye informed them. "Fury, watch your back."

"Will do, Barton," the Director replied briskly.

A few minutes later, Rainbow Dash's excited whoop sounded through the earpieces. "Tony and I have finally brought one of the Leviathans down!"

"Excellent work, Dash," Steve complemented. "Keep it up."

Several moments of pure battle noises followed. "Hey, Twi?" Applejack called, breaking the silence.

"Yes, Applejack?" the voice of the purple unicorn answered.

"The Captain and I could use your help," the cowpony replied. "There's a group of dancing buffalo headed our way."

Tony groaned. "Not the buffalo!"

Twilight giggled at Tony's response. "I'll be right there." A tinkling _whoosh_ soon followed, indicating to Bruce and Fluttershy that Twilight had successfully teleported to the location.

"Is that…a bunny stampede?" Clint's voice asked, surprised.

Natasha's voice confirmed the answer. "Yes, Clint, that is a herd of rampaging rabbits, and they are headed our way."

"Pinkie, Clint, could you two be dears and _get them away from us!_" Rarity shouted into the comlink.

Suddenly, Fluttershy had an idea. "Um, Pinkie, Clint, can you hear me?"

"Yeppity yep!" Pinkie answered.

"O-oh, good," Fluttershy stuttered. "Um, well, regarding the bunnies, um, fire a few of your c-cake arrows away from Natasha and Rarity. The rabbits should go after them. Bunnies only stampede if their hungry."

A moment of silence occurred as the two archers processed the information and executed the suggested procedure. "Thanks, 'Shy," Clint's voice stated through the comlink. "It worked."

Bruce smiled gently at the yellow pegasus. "I didn't know you were good with animals."

"O-oh, yes, I love working with the little critters," she replied softly. "They are really supportive and always-"

Fluttershy was cut off as the Director's voice crackled through the comlink. "Team, a few Chitauri have leaked into the bridge."

Natasha was the first to reply. "Director, do you need-"

Whatever the Black Widow was going to say was drowned out by din of the sudden blast of energy at the door of the closet where Bruce and Fluttershy were. The door, being a S.H.I.E.L.D. standard issue door, only received a minor dent, but the blast was enough to make the pair angry.

_Very_ angry.

~o*o*o*o~

Tony and Rianbow Dash whipped around the Helicarrier, a Leviathan right on their tails. "Pull up," Tony commanded. Rainbow nodded, swiftly angling her wings and shooting skyward. The Leviathan attempted to follow the pegasus's movements, but at a much slower pace. This gave Tony enough time to shoot a few missiles into the beast's open underside, and within a few moments, the Leviathan exploded in a fiery cloud.

"Great work, Tony," Rainbow commented before turning to her earpiece. "Guys, Leviathan Two is down."

"Good," Nick stated, his tone forceful. "We need you two in here stat. The Hulk had been unleashed."

"Wonderful," Tony remarked dryly. "Bring the jolly green giant up to the deck. More room to play."

"Wait," Rainbow interrupted, concerned. "What happened to Fluttershy?"

"She's with me, darling," Rarity answered. "Apparently, whatever happened made her quite irked. She's tearing through Chitauri ranks as we speak."

"Team, we have another situation," Twilight's voice crackled through the comlink. "I just spotted Discord on the deck."

A sudden idea flashed through Tony's mind. "Alright, Ms. Sparkle, you and Dash get his attention," he instructed. "I have a plan."

~o*o*o*o~

Rainbow Dash, after Tony informed her of the plan, swooped down onto the deck of the Helicarrier, her mask folding back to reveal her face. The pegasus landed with a clank, trotting over to where Twilight stood. The two mares observed Discord from behind a jet. The draconequus was having a fantastic time causing chaos on the ship, flicking his paw and turning a Quinjet a brilliant shade of pink for no apparent reason. "Ah," he cackled. "Chaos is a magnificent thing."

"Not so fast, Discord!" Twilight shouted springing from her hiding spot with Rainbow at her side.

Discord whook his head. "Ugh, not you again," he groaned. "What do you want this time? You do realize that stopping me is rather pointless, right?"

"Not quite," Twilight corrected.

Rainbow nodded fiercely a smile flickering across her face as she saw a large shadow moving behind Discord, the draconequus completely unaware of it. "Yeah, there's no way you're going to win!"

Discord stared at them in disbelief. "Really? I'm not going to win? The Elements of Harmony are powerless here, you don't even have the ponies with you to wield them anyways, and I have an ARMY."

Knowing that this was exactly what Tony expected to happed, Rainbow smirked triumphantly. "We have a Hulk."

A loud, raging roar erupted from behind Discord as a huge green hand seized the spirit of Disharmony and began smashing him against the solid deck of the ship. Rainbow fell over on her back, laughing madly at the display, and even Twilight couldn't suppress a few giggles at Discord's predicament. After a few moments of intense smashing, the Hulk finally stopped, Discord lying in a small crater, battered and unconscious. A red and gold blur appeared beside the green beast, the smile practically shining through the faceplate. "Good timing, huh?"

"Never better, Tony," Rainbow replied with a laugh. She then turned to Twilight. "Twi, now would be a good time to try that fail-safe spell of yours again."

The purple unicorn nodded, lowering her horn. An intense white glow built up around her horn, before bursting out into waves that spread across the ship. Throughout the Helicarrier, the Chaos magic disappeared, its caster no longer able to keep the spells going.

Without the distractions of strange animals dancing or stampeding, the battle was over quite quickly. Eventually, all the Avengers and ponies met together on the deck of the Helicarrier, right beside the Hulk and the crater containing Discord.

Twilight smiled upon seeing her friends. None of them sustained any major injuries, just a few bruises and abrasions here and there. Fluttershy, for some reason, looked particularly murderous, and the purple unicorn decided it would be best not to push her.

Thor gazed down at the lifeless body of Discord in the crater. "Now that we have defeated Discord, what is to become of him?" the demigod asked.

"He will be sent to Tartarus, from the depths of which he will not return," a majestic voice stated. A swirling vortex of golden light appeared near them, and from it emerged the regal figure of Princess Celestia. All six ponies bowed low to the ground, and even some of the Avengers dipped their heads in respect.

"You have all done an outstanding job defeating Discord once and for all," Celestia congratulated them. The proud smile on her face, however, quickly disappeared and was replaced by a grave expression. "Unfortunately, that was only the beginning."

**So there you have it! Sorry if the beginning with Clint and Pinkie was a little fast, but you know how Pinkie is recovery.**

**Pinkie: Recovery? What's recovery?**

**My point exactly. Anyways, please-**

**Pinkie: Ooh, can I say this too?**

**NO! You've already broken the fourth wall several times in ONE chapter! **

**Sorry about her, everyone. Please review!**


	9. The Incredible Flutterhulk

**Hello everypony! I bring to you another chapter! But first, I have a few things to mention.**

**First, review replies!  
Clove25: I thought that was so funny when I wrote it! Glad you enjoyed it!**

**DORK DOG: Awwwww, thank you!**

**Guest: Actually, at the end of _The Avengers_, the arc reactor in the Iron Man suit had reverted back to a circle shape. So since this takes place after _The Avengers_, the arc reactor is once again a circle shape.**

**NerdoftheWorld: Thank you for the compliment, and you're welcome for the update! Here's another one for you! Oh, by the way, I love your username!**

**Oomara13: Wait, Loki, where did you get a computer? You're supposed to be…oh never mind.**

**iEspeon: That's one of my favorite scenes in the movie too! I just had to include it somehow into this story.**

**PerryRocks- Wolf Warrior****: I know, I had too much fun writing that scene. And as for what happens next, you'll just have to read and see!**

**itsfinnmcmissile: Yes, Loki probably does, but not for long. And you'll see plenty of Nasty Fluttershy coming up.**

**Alright, second order of bus-**

_**BAGAWK!**_

**Pinkie Pie!**

**Pinkie: What? You said that this would have something to do with chickens? I even wore my chicken costume!**

**Ugh…alright, fine, you can go be a chicken, but just let me finish my message, okay?**

**Pinkie: _BAGAWK!_**

**Great. So anyways, if you read my profile, you will find that I am a strong Christian believer. If you pay attention to the news, you'll know that Chick-fil-a is a Christian food chain and is currently getting persecuted for that. So, if there is a Chick-fil-a near you, please support it!**

**And lastly, I believe that this story is reaching completion. I think there is only going to be one more chapter after this one. SO, I want to know your thoughts about continuing this as a series. I might do a mini-series of drabbles of random things the ponies and Avengers do together, or I might do a sequel (but I'll need inspiration for that). So please review and/or PM me with ideas for further installations in this series.**

**Okay, I think I'm done. On to the chapter!**

Everybody, ponies and Avengers alike, snapped out of their fatigue at Princess Celestia's words. "What do you mean, Princess?" Twilight asked her mentor worriedly.

"It appears that the attack on the Helicarrier was just a diversion," Celestia explained. "While Discord attacked here, Loki launched a much bigger attack in Equestria."

Tony removed his helmet to get a better look at the ponies. Twilight seemed to be unable to form words, her mouth opening and closing like a fish. Applejack and Rainbow Dash were enraged, both shouting, "WHAT?" Pinkie inhaled an enormous gasp of shock. Fluttershy growled irately, baring her teeth. A look of horror plastered itself on Rarity's face, her deep blue eyes as wide as dinner plates.

"We must do something!" the white unicorn exclaimed. "Just think of the poor dears, caught completely unaware in the middle of a battle!"

Celestia nodded. "As of now, Loki's attack has only reached Canterlot and Ponyville, but if we don't hurry, he will take Equestria by storm."

"We'll do anything to help, ma'am," Steve stated, dipping his head in respect.

Thor nodded in agreement, twirling Mjolnir in his hand. "Loki will be stopped."

The S.H.I.E.L.D. agents did not speak, but both readied their weapons, signaling that they were ready to fight. The Hulk roared in approval, causing the whole Helicarrier to shake. Tony just shook his head in disbelief, an amused smile on his face. "Well, saving a land full of magical ponies certainly wasn't in the job description, but I'm in."

"You can count on us, Princess," Twilight assured her mentor.

"Yeah!" Rainbow agreed, a fierce look flashing in her eyes. "Because if we can't protect harmony, you can be darn well sure we'll avenge it!" Without another word, the six ponies charged through the swirling golden vortex, Steve, Tony, Natasha, Clint, Thor, and the Hulk close behind.

They emerged into complete chaos.

The din of battle could be heard from inside the main hall of Canterlot Palace, where the portal was located. Several tapestries were burnt, and a few of the stained glass windows had been smashed. From the balconies, they could see Leviathans and Chitauri soaring through the sky, terrorizing ponies below. The very colors of the world seemed duller, tinted by the colors of war.

The twelve sprinted outside, bursting through the heavy main doors. The Royal Canterlot Guards, both Day and Night, were ferociously warring with the Chitauri, Princess Luna shooting bolts of dark blue magic from overhead. The ponies were putting up an excellent fight, able to keep the Chitauri away from most civilians, but the hoard of aliens did not seem to stop.

Twilight yelped with joy when she located a familiar purple helmet with a blue crest amidst the battle. "Shining!" the purple unicorn exclaimed, running to her big brother.

Shining Armor whirled around, horn lowered in a defensive position, but the stallion relaxed upon seeing who had called him. "Twily!" he shouted, quickly embracing her. "I was so worried!"

"Me too, B.B.B.F.F.," Twilight replied, returning the hug for a moment before letting go. "How's the city holding up?" she questioned, firing a bolt of magic at an oncoming attacker.

"We're doing okay, Twilight, but if someone doesn't stop these creatures from coming, we'll lose!" Shining Armor paused for a moment, fiercely bucking a Chitauri in the chest, sending it flying. "I think they're coming from Ponyville!"

"We're on it!" Twilight declared, giving her brother a salute before galloping to the others. The Hulk was already leaping into the sky, smashing several hovercrafts while airborne. Fluttershy's teal eyes were narrowed in a vicious expression, the butter pegasus bucking and throwing Chitauri everywhere. Rarity, Natasha, Clint, and Pinkie were back to back (to back to back), each firing their respective weapons. Both Tony and Rainbow Dash had slammed on their helmets, whipping through the clouds in aerial combat. Thor brought down a bolt of lightning, decimating the army around him.

Quite pleased with the way everyone was fighting and working together, the purple unicorn whistled loudly to get the team's attention. "The Canterlot Guard has the situation handled here," she announced. "We need to get to Ponyville and fast."

"On it!" Rainbow shouted, putting her thrusters on full power and blasting towards Ponyville. Tony followed suit, and within minutes, both could feel the sound barrier pushing against them.

"Come on!" the duo grunted simultaneously, putting everything they had into their speed. Energy began to crackle around both of their forms, sparking different colors of the rainbow.

_BOOM!_

Suddenly, two multihued rings blossomed in the sky, two rainbows steadily streaking away from. "What the heck just happened?" Tony exclaimed, shocked and quite a bit concerned for his sanity.

"Man, you just did a Sonic Rainboom!" Rainbow Dash laughed. "It's like that sonic boom you told me about, only about 20% cooler."

Tony chuckled, shaking his head. "And I thought this day couldn't get any stranger."

Meanwhile, Thor swung his hammer towards the heavens, flying off in the direction of the rainbows. Rarity and Twilight both readied their horns, a white aura shining brightly from them. In a brilliant flash, the remaining Avengers and ponies were teleported into the Ponyville town square.

Except, it no longer looked like the town square anymore. Smoke rose from decimated buildings, some nearly collapsing in on themselves. Scorch marks littered the streets, and ponies were running around in a panic. Trees and fountains were crushed left and right. Applejack gasped as she saw the Chitauri running rampant through the streets.

"Holy haystacks!" she exclaimd. "It's worse than the parasprite infestation!"

"Twilight!" a voice cried out. Said purple unicorn whirled around to see Spike surrounded by several Chitauri platoons, the top left of her library in flames.

"Spike!" Twilight called back, quickly firing rose-colored bolts at the attackers.

Thor stared at Twilight's assistant curiously. "Is that…a dragon?"

"Yes. He's just a baby," Twilight replied curtly, reading her horn for more magic. "But now's really not the time for introductions." A blast of water erupted from her horn, successfully extinguishing the fire.

Spike ran up to Twilight, green eyes bloodshot with fear. "Twilight!" he panted. "A huge…black hole in the sky…things pouring out…YOU GOTTA HELP!"

"Don't worry Spike; we're on it!" Twilight declared. She turned to face Steve. "Alright Captain, what's your plan?"

Tony and Rainbow Dash landed with a clank beside them just as Thor too rejoined the group. "Yeah, Capsicle, your call," Tony agreed.

The Captain nodded, surveying the area. "Alright, our main priority is to close the portal. Loki seems to be bringing in a bigger army than he did in the previous battles."

"We also need to help the other ponies get the heck outta here," Applejack added. "Rarity, Natasha, y'all up for the job?"

"Of course, darling," Rarity responded with a flick of her mane.

Natasha nodded in agreement. "Sure, it'll be fun."

"Ooh, I like fun!" Pinkie shouted. "What can I do?"

"You and Clint are our snipers," Steve stated. "Get to the highest point you can and shoot down enemies from there. Call out patterns and strays."

Clint nodded, notching an arrow on his hi-tech bow. A bright smile beamed across Pinkie's face. "Okie dokie Lo- oops, can't say that anymore!" The two archers sped off down the street, Rarity and Natasha close behind.

Applejack turned to the two clad in metal armor. "Stark, Rainbow, y'all need to watch the perimeter. If anything gets out of Ponyville, turn it back or turn it to ash."

"Aye aye," Rainbow replied, giving the duo a salute before zooming off with her partner.

"I shall find Loki," Thor declared. "I have much to settle with him."

"I'll locate the portal," Twilight added. "Hopefully, my magic will be enough to close it."

Applejack nodded her head in agreement. "Y'all do that. The Captain and I will stay on the ground, doing the best we can to help."

"And Hulk, Fluttershy," the Captain called out, gaining the attention of the two extremely angry creatures. "Do what you do best."

A fierce smile spread across the Hulk's green face. "HULK SMASK!" he roared, springing into the air.

"Treat me like a pushover, and you'll get the once over!" Fluttershy seethed, launching towards the nearest hovercraft. She landed hard on the platform, her eyes blazing with her trademark Stare. The Chitauri quailed beneath it, leaving the pegasus chance to viciously buck them to the ground. Fluttershy swiftly leapt off as the hovercraft plummeted into the earth, crashing and exploding in a fiery cloud. The pegasus bared her teeth and snorted with anger as she once more charged towards a platoon of Chitauri. This was a side rarely seen of the timid pony; a fierce anger and rage hardly contained, eager to be lashed out at those who dared to toy with the butter pegasus or her comrades.

Meanwhile, on the ground, Captain America and Applejack were battling for their lives against the legions of Chitauri storming the city. "Cap, watch your back!" Applejack cried, diving behind him, shield aloft. The shining crimson circle deflected the energy blast easily, redirecting it into the bottom of a hovercraft. Apparently, the Chitauri had no protection against their own weapons built into their vehicles, and the craft exploded with a brilliant flash of fire. Smirking proudly, the orange earth pony whipped out her lariat and lassoed the chimney of one of the buildings. "YEE-HAW!" she shouted, albeit muffled by the rope, as she pushed off from the ground. Gracefully, she swung around the building, powerful hind legs extended in front of her. Applejack whooped with glee as she bashed several Chitauri in the side and chest, successfully incapacitating many a foe. She wasn't one of the best applebuckers Ponyville had ever seen for nothing!

"Great work, Applejack," Steve commented, hurling his star-spangled shield towards another squadron of attackers.

Applejack blushed slightly at the praise. "Thanks, sugarcube," she replied, galloping over and tossing Captain America's shield back to him. "I reckon you're doing quite well yourself." With all the force the earth pony could muster, she flung her shield at the Captain's. The scarlet disk ricocheted violently off of the other, tearing through several ranks of Chitauri.

"I think we make a good team," Applejack smiled, retrieving her shield and taking a stand beside the captain.

Steve nodded, a grin tugging at the corner of his lips. "That we do."

~o*o*o*o~

"Are you sure about this, Scootaloo?"

The orange pegasus filly whirled around to face her two friends. "Course I am, Apple Bloom," she replied confidently. "I mean, we could earn really cool cutie marks for this!"

"I don't know, Scootaloo, this seems kind of dangerous," Sweetie Belle stated, looking around at the panicked scene. "Besides, what would a cutie mark for this even look like? What would the talent even be called?"

"Aw, come on, you two, stop being such scaredy-cats," Scootaloo whined, eagerly hopping onto her scooter and zipping off onto the battlefield.

"Hey, Scootaloo, wait up!" Apple Bloom cried, galloping off after the speedy pegasus, Sweetie Belle close behind. The pegasus filly paid them no mind, continuing to whiz through the streets, expertly dodging falling rubble and debris. Suddenly, she stopped, causing both Apple Bloom and Sweetie Belle to collide comically with her.

"W-what happened?" Apple Bloom questioned. "Why'd ya stop?"

"That."

Apple Bloom and Sweetie Belle followed their friend's shocked gaze to the skies, where they were met with a tremendous sight. A huge black rent in the sky above them had opened up, several gray creatures pouring out and attacking the citizens of Ponyville. The very ground seemed to shake as a monstrous metallic beast wrenched itself through the hole, heading straight towards the three terrified Cutie Mark Crusaders.

"Maybe this wasn't such a good idea after all," Scootaloo conceded.

Apple looked incredulously at her friend. "Ya think?"

Suddenly, the ground trembled as a hulking green thing pounded across the street and leapt at the Leviathan, smashing onto its back. As the Hulk tore at the beast's back, a yellow blur furiously sped past the Cutie Mark Crusaders, planting her hooves on the monster's snout. The pony's teal eyes seemed to crackle with anger as she Stared into the Leviathan's eyes. The combined force of the Hulk wrecking into its back and Fluttershy's Stare caused the metal beast to quickly fall to the ground, tossing up pieces of rubble and dirt as it skidded to a halt a few feet away from the Crusaders.

"Girls, let's get outta here!" Sweetie exclaimed, not waiting for the others to follow as she galloped wildly away from the Leviathan wreck. Eventually came across a very familiar colorful cannon sitting amidst the chaos of battle. "Is that…Pinkie Pie's party cannon?"

Suddenly, a black arrow whizzed down, striking the cannon's fuse-button-thing (no ever asked Pinkie what the point of that was). An immense boom filled the air as the cannon went off, releasing a tremendous shockwave and spewing streamers and balloons at the Chitauri army with full force. Sweetie was pushed to the ground, watching with terrified eyes as numerous ranks were blown away.

Infectious laughter suddenly rang out from the roof of the town hall, and Sweetie Belle could just make out the bright pink form of Pinkie Pie giggling madly at the scene. "Great job, Hawkie!" the pink pony bubbled.

Clint shook his head at Pinkie's nickname for him, notching another black arrow on his bow. "No problem, Pinkie," he replied, launching the arrow towards another hovercraft and causing it to explode on impact.

From the ground, the three Crusaders watched with amazement as the fiery cloud blossomed into the sky. Their captivated gazes were held as two metallic blurs, one read and gold, the other blue and silver, rocketed above them, locked in aerial combat with two Leviathans. Rainbow Dash pulled a swift barrel roll in the air, whirling around for a moment to fire a brilliant energy blast from her hoof. "Dash, keep yours distracted," the robotic voice of Tony called. "I have a plan."

The Iron Mare watched as Tony banked to the left, leading the Leviathan straight towards her. Catching onto the play, Rainbow put all power to her thrusters and zoomed towards Tony, her Leviathan close on her tail. "Pull out NOW!" the duo simultaneously shouted, rapidly shooting upwards. Unable to recreate the move, the two Leviathans crashed head-on, a mushroom-shaped cloud of flames erupting between them. Iron Man and Rainbow Dash hollered with glee as they whirled around the airborne wreckage, pleased with their work.

"And that right there proves Rainbow Dash is the awesomest pony in existence!" Scootaloo shouted triumphantly.

Apple Bloom looked around her nervously, eyes darting across the scene. "Uh, Scoots, hate to burst your bubble, but now's not really the time for this. Let's move!" Scootaloo nodded, dragging a wagon from the side of a wrecked building and hooking it to the back of her scooter for the other two fillies. Apple Bloom and Sweetie Belle hurriedly leapt inside the wagon, nearly tumbling out in their haste. Scootaloo put everything she had into her wings, and a familiar buzzing filled the air as the scooter whizzed down the street and hopefully out of the battle zone.

As the trio passed by Sugarcube Corner, Sweetie Belle almost received whiplash when she whirled her head around in an attempt to get a good look at one of the figures fighting off the Chitauri. "Is that…RARITY?"

The alabaster unicorn's head flicked up when she heard her younger sister call her name, but by the time Rarity had scanned the area for Sweetie, Scootaloo's scooter had already whisked away the three Crusaders. _I do hope she's safe_, Rarity mused to herself. Focusing her magic on her gem-weapon, she fired a spray of solid gems into the enemy. Natasha ducked and rolled to her side, the two ladies shooting down Chitauri left and right. Then, Rarity crouched low to the ground before springing upwards, performing a perfectly executed backflip over her partner and targeting the Chitauri behind the Russian.

"Houston, we have a problem," Tony's voice crackled through the comlink. "We've spotted Loki. He's on what looks like the mother of all ships."

"The portal machine's right next to him," Rainbow added. "Looks like we'll need to get past Loki in order to shut it down. And we have to get past a herd of Leviathans to get to him."

Several of the team opened their mouths to respond to Tony and Rainbow, but a vicious snarl cut them off. "That big dumb MEANIE is MINE!" Fluttershy growled, and within moments, a yellow blur could be seen soaring up to a massive gray blob on the horizon and the source of the portal. And her tone told everyone to _back off_.

~o*o*o*o~

Loki smirked maliciously as he gazed upon the glorious battle happening below. The mothership of the Chitauri was high above the ground, too high for that massive green brute they called the Hulk to reach, and heavily guarded by several Leviathans swarming out of the portal above him, which certainly were able to deter those pesky fighters clad in metal. None of those Avengers, or those pathetic ponies that fought beside them could defeat him in this position.

Poor Loki didn't know just how wrong he would be.

The god of Mischief chuckled in amusement as he saw the yellow pegasus flying towards him. With an almost lazy flick of his hand, he sent forth a pair of Leviathans to intercept her. Suddenly, the pony's teal eyes blazed with fury, causing both Leviathans to retreat from the pegasus in fear. _Cowards,_ Loki thought angrily, withstanding the pony's Stare.

Fluttershy landed firmly on the deck of the mothership, glaring at the god of Mischief and snorting steam from her nostrils. Loki laughed at the sight. "So this is what your so-called heroes send me?" he crowed. "The weakest, most timid of all ponies?"

The long, pink mane of the pegasus swept in her face as she pawed at the floor, angered by Loki's mirth. "You laugh at me, I wrath at YOU!" she screamed. In the blink of an eye, Fluttershy had seized the end of Loki's green cape in her mouth and began swinging him in circles around her. With one final grunt, she flung the god of Mischief off the ship, completely ignoring his whimpering.

"Thor, NOW!" Twilight shouted, seeing Loki flying through the air away from the ship. Thor nodded and lowered Mjolnir to the ground, Twilight doing the same with her horn, her eyes closed with concentration. Storm clouds began to churn in the sky and lightning struck down to the earth in a pure bolt of white. Twilight's horn began emitting a blazing rose glow, tendrils of light swirling around the lighting bolt. Suddenly, Twilight's eyelids snapped open, revealing her eyes to be glowing pure white. Thor loosed the magically charged bolt, the lighting slamming into the mothership with a deafening clap of thunder. The mothership was obliterated in a brilliant flash, the portal above it swiftly closing as the machine that created it was destroyed. Debris sprayed everywhere as Chitauri and Leviathans fell to the ground, unable to function now that the mothership was gone.

Twilight collapsed onto the ground, exhausted from the effort. All around her, ponies were emerging from their buildings, cheering and clapping for their heroes and already beginning to rebuild the town. A thankful sigh escaped her lips. It was finally over.

**Whoo-hoo! Discord and Loki have been defeated! Everything is good and right in the worlds again. Well, at least, for now.**

**Remember, please tell me your ideas for continuing this series! And please review!**


	10. The End: A Day Off

**Hello everypony! I'm so sad, because this will be the last time I get to do this. Thank you to everyone who has read, reviewed, favorited, and followed this story to the very end. Your support means so much to me; I can't even put it into words.**

**And now, for the last time, I do not own The Avengers or My Little Pony: Friendship is Magic.**

The main hall of Canterlot Castle was filled with ponies, all cheering for the twelve heroes that walked down the aisle to Princess Celestia. All were still in their suits (except for Bruce and Fluttershy), masks removed so all could see the faces of their heroes. Trumpets blared in a wonderful fanfare as the Avengers and ponies came before the princess. In the shadows, Director Nick Fury was watching the ceremony, a rare smile on his face.

Princess Celestia stood tall above the crowd, beaming proudly at the group before her. "We are gathered here today to honor the bravery of these twelve heroes who once again defeated the villains Loki and Discord. Together, their teamwork saved not one, but two worlds from the grip of Chaos!"

The crowd erupted into cheers, shouting and stomping their hooves. Bruce and Fluttershy smiled sheepishly at all the attention, while Tony and Rainbow Dash were positively soaking up the praise. A pleased grin settled onto Thor's visage, the expression mirrored on Twilight's face. Rarity was beaming brilliantly, white cheeks slightly tinted with a blush. Clint and Natasha were standing together, Clint's arm around her shoulders, both agents wearing a small smile rarely seen by S.H.I.E.L.D. personnel. Pinkie Pie, meanwhile, was bouncing up and down, a bright grin on her face. "Hey, you know what this calls for?" she asked, not waiting for an answer. "A PARTY!"

From seemingly nowhere, the fuchsia pony yanked out her party cannon, aiming it at the center of the room. Almost instantly, all of the Avengers and ponies ducked down, knowing full well the damage a blast could cause. "Oh, don't worry, silly willies!" Pinkie Pie giggled. "I put it on its gentle setting!"

"That thing has a gentle setting?" Rainbow Dash asked incredulously, having been on the receiving end of a blast.

"Well, DUH!" Pinkie replied. "I mean, otherwise, it would destroy the whole place where I want to party!" And without further ado, Pinkie Pie slammed her brilliant pink hoof onto the fuse-button-thing. A blast of confetti issued forth, obscuring everyone's vision for a second. When the cloud of colorful paper finally settled down, a collective gasp was heard as everypony saw the newly transformed hall. Balloons and streamers of every hue decorated the ceiling, and the tables were covered with all kinds of delicious party treats. Celestia smiled as music began playing from a DJ booth, and ponies everywhere began enjoying the impromptu celebration.

Tony just stood in awe for a few moments, blinking in surprise. "And this all came…from inside a cannon?"

Rainbow Dash chuckled. "After a while, you just learn not to question it." She flew a few feet into the air, deactivating her suit. As it swiftly changed back into a vest, she motioned to Tony. "Well, are you going to join the party or not?"

"I never miss a good party," Tony replied with a smirk. "Even if it is a random party thrown by an even more random pink pony."

~o*o*o*o~

The party continued on for quite some time, everyone, humans and ponies alike, enjoying the festivities. Many of the Avengers were swamped with questions from the ponies, most never having even seen humans before. The ponies were also bombarded with inquiries about how they managed to save Equestria not once, but three times. Eventually, though, the queries began to die down, and the twelve heroes were allowed some peace. Twilight Sparkle finally was able to find her brother Shining Armor in the crowd, and the two shared a joyful reunion, both extremely thankful that the other had not received any serious injuries.

Shortly afterwards, the purple unicorn stepped outside into the gardens for a breath of fresh air. Princess Luna had just raised the moon, the stars glittering above in the purple expanse of sky. Speaking of the Princesses, where was Princess Celestia? She must have slipped out of the celebration, but why?

The silhouette of a tall human caught her eye, and she slowly approached, realizing it to be Thor. The Asgardian turned to see the purple unicorn approaching. "Ah, Lady Twilight," he remarked, returning his gaze to the heavens. "What a lovely night it is tonight."

"It is indeed," Twilight replied. "Princess Luna really outdid herself tonight." She came to stand by the god of Thunder, the pair silent for a moment. "Hey, Thor, have you seen Princess Celestia?" she finally asked. "I don't know where she went."

"I spoke with the Princess a few moments ago," Thor answered. "She is leaving for Asgard to return Loki to prison and speak with my father, Odin. I offered to accompany her, but she said I should stay and enjoy the festivities. I was going to return to the celebration, but I stopped here to admire the heavens. You say your Princess of Night designs the sky every night, correct?"

Twilight nodded. "Yes, she brings out every star in the sky and raises the moon. On some nights, she'll even put out a shooting star! It's really underappreciated sometimes."

"Indeed," Thor agreed. "But we are appreciating it now, are we not?" The god of Thunder paused for a moment, recalling a story his mother once told him. "It is said that all realms are beneath the same blaze of stars, connected by the skies above. No matter where you or your companions are, all you need to do is gaze at the heavens, knowing that your friends see the same."

Twilight gazed at the god of Thunder. "Is that what you do, Thor, when you miss your friends not on Asgard?"

Thor nodded, a sudden pensive look on his face. "Lady Twilight, may I ask a favor of you…"

~o*o*o*o~

Meanwhile, back inside the hall, Tony and Rainbow Dash sat together, both sporting huge grins of joy. "Well," Rainbow remarked, flying up a few feet and stretching her front hooves as she yawned. "I think I'm just gonna take the day off tomorrow, Tony."

"You know, that sounds like a wonderful idea, Dashie," Tony smiled. "I think we all deserve some time off."

And so the next day, all the Avengers and ponies gathered together in the hall to see each other off on their "vacations". Fluttershy volunteered to stay in Equestria and help treat some of the injured ponies, and Bruce, being the doctor that he is, agreed to stay with her. Rarity, Natasha, Clint, Pinkie Pie, Steve, Applejack, Tony, Rainbow Dash, Thor, and Twilight were all returning to the Helicarrier, if only for a few moments. The ten all lined up in front of the swirling golden vortex, Fluttershy and Bruce watching them from the side.

"We'll see you tomorrow," Bruce remarked, waving goodbye to the ten.

A small grin spread across Fluttershy's face. "Bye, everypony!"

The ten all said their goodbyes to the two before each stepping through the portal, disappearing in a flash of golden light. After all had departed, Bruce turned to the yellow pegasus. "So, are you ready to go?" he asked.

Fluttershy jumped slightly, surprised. "Oh…yes." A soft smile tugged on the corners of Bruce's mouth as he began following Fluttershy to the medical ward of the castle, where all the ponies that were injured in the fray were resting.

A sudden question came into the doctor's mind, his curiosity getting the better of himself. "Fluttershy, why are you doing this?" he inquired.

"Doing what?" the pegasus asked, her stride faltering.

Bruce gestured to the surrounding area. "Staying here and helping. I would've thought you would have gone with your friends."

"Oh," Fluttershy replied, her smile dropping like a stone. She walked over to a bench and plopped down, her head drooping down like a sad puppy. Bruce came and sat by her side, a concerned expression on his face, though he didn't say anything. After a few moments, Fluttershy spoke. "I promised myself that I would never let Nasty Fluttershy strike again," she explained, her voice barely a whisper. "But I did. I let Nasty Fluttershy take over again, and then several more times. I'm afraid that some of the damage I caused may have hurt some of the other ponies."

Bruce nodded, understanding exactly how the yellow pegasus mare was feeling. "The same feeling happens to me, every single time the…other guy comes out. I try to right the wrong I do when I become the other guy, but sometimes, I can't." He paused, heaving a sigh. "But you eventually learn how to control it, to control your other guy, and then you're able to help people instead of hurting them."

Fluttershy turned to the doctor, her teal eyes wide. "Does that work?"

"It did for me," Bruce replied with a smile. "Now come on, I'm sure they're ponies there who need our help."

The butter pegasus nodded, her spirit brightening. "Right."

~o*o*o*o~

"Thor, are you ready?"

The blond god of Thunder nodded to the purple unicorn, showing the mare the picture of the location they were to be traveling to. Thor would have traveled there himself using Mjolnir, but unfortunately, his sense of Midgardian direction was quite a bit off, and he was not sure he would end up in the correct place. "Do you believe you will be able to make it?" Thor asked concernedly.

"I think so," Twilight replied. "Just let me concentrate." She squeezed her eyelids shut, focusing all of her magical energy into her horn. Once again, a rosy glow began to surround the pair, and with a brilliant flash of light, the two found themselves in their desired location.

To Twilight, there was nothing special about this place. It was a wide expanse of sand, empty except for the large machine shaped like a rectangular box with a cone-like spire protruding from the top and the one lone woman attending to it. The woman seemed quite young for a human, in Twilight's eyes, with straight brown hair brushing into her face as she busied herself with her work. The purple unicorn was reminded of herself working in her library as she watched the young woman bustle around the machine.

Thor, meanwhile, had the broadest of grins plastered onto his face. "Lady Jane!" he cried, rushing over and embracing the young woman.

Jane blinked in surprise, her face frozen in shock. "T-Thor?" she stuttered. "Y-you're back?"

"I have returned to Midgard, but only for a short while," the Asgardian replied. "I'm afraid I can only return when this world needs my help."

Jane nodded, her expression dampening for a moment before brightening once more. "Thor, I'm just really happy I can see you again."

"As am I, Jane," Thor stated sincerely. He then turned to Twilight, who was beginning to find the situation awkward on her end. "Lady Twilight, I cannot thank you enough." He released the young scientist, beginning introductions. "Jane, I would like you to meet Twilight Sparkle, a wonderful unicorn mare from the realm of Equestria. She has been my companion in battle several times and has also helped me find you once more."

Twilight blushed lightly at Thor's praise. "Um…hi."

"Nice to meet you, Twilight Sparkle," Jane replied, beaming whilst examining the unicorn with interest. "I'm Jane."

"Just Twilight is alright, Jane," the pony stated, gazing up at the woman. "Tell me, what's that machine you're working on?" Twilight gestured to the large contraption behind them.

"Oh, this? It's a machine that's supposed to recreate an Einstein-Rosen bridge," Jane explained.

Twilight's eyes widened with fascination. "You mean, it's supposed to create a wormhole that allows travel across space?"

Jane's eyebrows shot up in surprise. "You've heard of it?" Twilight nodded eagerly. "Well, then maybe you can help me with a little problem I'm having with this." She stepped over to the side of the machine and opened one of the panels, revealing a large generator. "See this? This is supposed to generate the power to create the bridge. However, I'm still not able to produce enough power to successfully make it."

"So, you're having an energy problem?" Twilight asked. At Jane's nod, the purple unicorn put her hoof to her chin in thought. "Well…I think I may be able to help you with this…I could just use my magic to create raw energy like I did for Rainbow's suit…but I'd have to alter it slightly to fit this…hmm…do you think I could give this a try?"

"You can trust Twilight Sparkle, Jane," Thor reassured the young scientist. "She will do everything in her power to help you and will not intentionally bring harm to you or your things."

Jane sighed. "Alright, Twilight, go ahead."

The unicorn nodded, once again focusing all her energy into her horn. Instead of beginning to create a magenta glow, however, her horn began crackling with blue lightning. Without warning, a brilliant beam of white light erupted from her horn, striking the inside of the generator.

A few moments later, Twilight collapsed onto the ground, panting heavily. "I think…it worked…"

Amazed and excited by Twilight's display of magic, Jane hurriedly rushed to the controls of the machine, bending over the dashboard. "Everything is up and running," she informed them. "Whatever you did, Twilight, it's giving this an incredible power boost. I think it may actually work!" Jane grasped a lever tightly, slowly pulling it down into on position. The entire machine began rumbling intensely as a bolt of bluish-green light shot into the sky. Clouds began swirling around it as the light seemed to break through the heavens themselves.

An immense smile spread across Thor's face as he gazed at the beam. "It is just like the Bifrost," he breathed. "The same pull of magic, connecting our worlds together."

"Energy levels are holding steady," Jane announced.

"Jane, may we test it?" Thor asked kindly.

"I…I don't know, Thor," Jane answered. "I've never been able to test it before, but if you say it feels like the Bifrost magic, then I guess it would be alright." She straightened up, pushing a strand of hair behind her ear. "I'll stay here to monitor it. If anything begins to go wrong, I'll warn you."

Thor nodded before turning to Twilight, offering her his hand. "Lady Twilight, would you like to see Asgard?"

~o*o*o*o~

Twilight could never put into words how traveling across the bridge felt. It was strange and unnatural, yet it had an unusual feeling of comfort to it. Rainbow lights danced around her view as she traveled next to Thor, the blond god sporting a huge smile. Suddenly, Twilight felt solid ground beneath her hooves. The multicolored glow faded from around her, and the sight that met the unicorn's eye took her breath away. The pair was standing on what appeared to be a glass bridge, rainbow lights racing beneath the surface. In the distance, the tall golden spires of a castle reached up to the sky, glistening in the fading sunlight. Several other simply gorgeous buildings dotted the skyline, and the faint shape of a crescent moon was imprinted into the heavens.

"Wow, Thor," Twilight breathed. "I've never seen anything like it!"

"It is truly magnificent," Thor agreed.

"Welcome, Thor and Twilight Sparkle, to Asgard," a deep, rumbling voice greeted. Twilight turned to see a tall, dark-skinned man approaching them, clad completely in shining gold armor. His eyes were an unusual shade of glowing orange and gold, and in his hands rested a mighty sword.

"Heimdall," Thor smiled, striding over to the guardian of Asgard. Twilight remained still, unsure of what to make of this newcomer.

"Thor," Heimdall stated, before gesturing to the glass bridge. "Look."

If possible, Thor's grin became even wider. Beyond Twilight Sparkle, the rainbow bridge stretched far into space, instead of halting, cracked and jagged, where Mjolnir had smashed it. "The Bifrost is repaired," he gasped.

Heimdall nodded before fixing his attention on the small purple pony. "Come nearer, Twilight Sparkle. There is no need to fear."

Hesitantly, Twilight stepped nearer to the golden-clad god, looking up at him with wide violet eyes. The Gate Keeper was incredibly intimidating, radiating power and majesty. "Y-yes, Heimdall?" she stuttered, using the name Thor had used to address him before.

"I have seen all you have done, Twilight Sparkle," Heimdall replied. "You are the bearer of the Element of Magic, a most powerful thing indeed. You have triumphed over evil many times, and for that, many are grateful." A smile slowly crept onto Heimdall's lips as he continued. "You are much more powerful than you think, young Twilight. Though you may not know it yet, but you will accomplish great things. Helping to repair the Bifrost is only the beginning of a greater journey you and many others will share."

Twilight gazed at the All-Seeing in mute amazement. _It's only the beginning…_

~o*o*o*o~

Steve strode through the halls of the Helicarrier, his duffel bag slung across his shoulder. The Captain had swiftly changed out of his suit and was now making his way to the gym. When he arrived, however, he did not expect to meet someone else there as well.

"Howdy, Captain," Applejack greeted from the punching bag she was at.

Steve set down his bag on a bench. "Hi, Applejack. I didn't expect you to be here too."

"Well, I thought I oughta brush up on my bucking," she replied, raising her hind legs and thrusting them at the bag. The punching bag was sent flying into the air, swinging back to meet the earth pony's hooves once more. "Fury said this would be the best place to train."

"Well, he's not wrong," Steve stated. He quickly wrapped his hands and hung a punching bag on a hook, just waiting to be knocked down. "Um, would you mind if I turned the radio on?"

"Not at all, Cap," Applejack answered cheerfully. "I would've done it myself, but I don't have any hands."

Steve chuckled at the pony's remark before turning the button of the antique radio he had brought. It reminded him of his home, and besides, he still couldn't figure out how to work those new contraptions anyways. As he expected, the news was on, covering Discord and Loki's attack on the city.

"Several alien creatures terrorized the streets," the reporter announced. "Beside them were many freaks of nature, such as dancing buffalo in tutus and herds of giant rabbits stampeding down streets. Many say this has to do with the strange weather occurrences around the country, but the question is: who caused it?"

"That mudsill Discord, that's who," Applejack muttered, kicking her bag in anger at the memory. Steve winced as he remembered his time underneath Discord's trickery, but he had resolved to put that behind him now. He would try not to think of it anymore, like how he tried not thinking of Coulson's death anymore…

"Thankfully," the reporter continued, "the Avengers were there once again to save the day. But they were not alone. A group of strange, small, colorful horses also accompanied them, not as mounts, but as helpers in the fight. Some witnesses say that they had the ability to talk, and that some had horns and others had a pair of wings. Scientists believe that these ponies must be a result of a freak mutation in the genetic code of horses. Several skeptics are rejecting the idea, saying that it's impossible for such small, cartoonish things to become hero-"

The rest of the radio broadcast was cut off as a punching bag flew off its hook and collided with the radio, successfully shutting it off (at the least). Steve turned to Applejack, who was seething and glaring heatedly at the radio. He crouched down, attempting to comfort the angered pony.

"Hey, don't listen to what they say," he stated, looking straight in Applejack's eyes. "Those reporters, they're completely wrong. Look at Fluttershy. Everyone thought she was just a timid, weak pony, but she ended up being the one who stopped Loki for good." Steve sighed, reaching out and putting a hand on the orange pony's shoulder. "A long time ago, I was taught that what makes a hero is not just what's on the outside, it's also what's in your heart. Your feelings, motivation, bravery, that's what makes you and your friends true heroes, and don't let anyone tell you otherwise." Steve smiled, rising to his feet. "Now come on, I bet I can knock down more punching bags than you can."

A smirk plastered itself on Applejack's freckled face. "You're on, partner."

~o*o*o*o~

"WHOO-HOO!"

Two whoops of joy filled the city as two streaks of light, one red and the other blue, darted across the sky like a pair of shooting stars. Rainbow Dash and Tony were back in their suits, having a grand time as they raced through the New York City skyline. Both were hurtling at incredible speeds, each having broken the sound barrier at least twice.

"Man, I totally beat you that time!" Rainbow shouted when they eventually came to a stop.

"Uh, really, because I'm pretty sure I won," Tony retorted, smirking beneath his faceplate.

"You did not!" Rainbow Dash denied.

"Did so!"

"Did not!"

"Did so!"

"Did not!"

Tony chuckled at their banter. "Well, as much as I'd like to continue our argument, there's something I want to show you. Come on." With a burst of speed, Tony rocketed towards his building, Rainbow Dash close behind. The Stark Tower had been fully repaired; the only thing not fixed being the glowing letters plastered on the building's front. The lone "A" on the tower was still there, shining brightly in the night. Tony liked it better that way.

The duo touched down on the landing pad simultaneously. At Tony's command, yellow robotic arms began disassembling his armor, removing it from his person to reveal a casual shirt and jeans beneath. Meanwhile, Rainbow Dash had deactivating her armor, the metal pieces folding neatly away into her vest. "JARVIS," Tony called out once both he and Dash had removed their suits.

"Yes sir?" JARVIS answered in his robotic, and surprisingly British, voice.

Rainbow's eyes widened when JARVIS answered, the cyan pegasus letting out an impressed whistle. "Man, I seriously need to get one of those."

"Well, Dashie, JARVIS is mine," Tony replied. "Get your own computerized butler." He suddenly clapped his hands, as if remembering something. "Oh yeah, introductions! JARVIS, meet Rainbow Dash, fellow world savior. I want you to bring up the plans for the Avengers Mansion."

"Right away, sir," JARVIS responded as the duo sat down on Tony's overly plush couch. Immediately, the coffee table in front of them was illuminated with several three-dimensional blueprints of a huge house on the coast of California, according to the map up in the left corner of the display.

"This is my old house in Malibu," Tony explained, enlarging the model of the building. "Snazzy, huh?" Without waiting for a reply, Tony continued. "Well, since I'm living in this beautiful tower now, I've decided to put this to good use." He waved his hand, changing a few of the room dimensions and adding a bit more detail to the inside. One floor was completely dedicated to a training room, and a shooting range was added in a basement. Several of the seemingly empty rooms now had beds in them, and the kitchen had expanded greatly.

"These are the plans for the Avengers' residency," he announced, spinning the model around a few times. "I think it looks really nice." His smile grew as he waved his hand once more, more additions falling into place. Six more rooms were filled with beds, an enormous library was added to the left side, and a beautiful garden scheduled to be filled with several small critters appeared outside. "But after the recent events, I decided to add some more changes."

"What are those for?" Rainbow inquired.

"They're for you guys, of course," Tony replied simply. "I mean, you are Avengers now, aren't you?"

Rainbow Dash paused for a moment, a wide grin slowly spreading across her face. "Yeah, I guess we are," she answered. "We're the Avengers of Harmony."

~The End~

**Wow, I can't believe it. It's over. Nine chapters and one prologue, three months in the making, all done and finished. It's incredible.**

**I don't know when or if I will be writing a sequel, but if I do, I'll probably put a little chapter at the end of this story to alert you all. But I wouldn't expect it too soon.**

**Thank you EVERYONE for coming with me this far. I can't tell you how happy I am to have such amazing fans and followers. You guys are the best, and I am so sad that it's time to leave you now.**

**I'll miss you so much! THANK YOU! :D**

**~Maethorelen**


	11. Rainbow Dash's Announcement 1

Hi everypony, Rainbow Dash here.

Maethorelen doesn't know this, but Tony taught me how to use a computer. He also taught me how to hack into various systems, hehe. So, as Maethor's currently distracted by some boring project for high school (at least, I think she is), I've taken over her account for a short while.

Anyways, Maethor's posted this really awesome one-shot of me and Tony called _**Driving with the Top Down**_. It totally rocks! (Oh yeah, Pepper and Pepper make an appearance too, if you get my drift.)

So…I better go before Maethor finds out about this. See ya!


End file.
